pannageshwarsugar.compannageshwarsugar.com/notice.docx · web viewthe board, its audit committee...

OFFICERS

-------------------------------------------------------------------1. Hon. PradnyataiGopinathraoMundeChariram& Managing Director

2. Shri. K. N. Bhandare - Vice Chairman-------------------------------------------------------------3. Shri. S. P. Dake - General ManagerM.Sc. Agri.

4. Shri. G. R. Chillarge - Company SecretaryM.Com., C. S.

5. Shri. B. S. Jadhav - Chief EngineerD.M.E., Boiler Prof. Sugar Eng.

6. Shri. R. V. Londhe - Chief Chemist B.Sc., AVSI (Sugar Tech)

7. Shri. S. B. Kendre - Chief Finance OfficerM.Com., MDBA., G.D.C.& A.

8. Shri. R. T. Sirsat - Office Superintendent. B.A.

9. Shri. P. N. Apet - Cane Supply Officer H.S.C. Agri.

10. Shri. A. S. Kolhapure - Store Keeper B.A.

11. Shri. A. M. Dahiphale - Purchase Officer B. A.

12. Shri. S. T. Waghmare - Security Officer Ex. Havaldar, B.A.

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BANKERS

1. The Vaidyanath Urban Co-op. Bank Ltd., Parli V.

2. Dombivali Nagari Sahakari Bank Ltd., Dombivali.

3. JansevaSahakari Bank Ltd., Pune

4. Khamgaon Urban Co-op. Bank Ltd., Khamgaon.

5. The AmbajogaiPeplesCo.op. Bank Ltd., Ambajogai

6. Dena Bank, Latur.

7. Bank Of India, Solapur.

8. The Pandharpur Urban Co-op. Bank Ltd., Pandharpur

9. Solapur JantaSahakari Bank Ltd., Latur.

10. Sangli Urban Co-Op. Bank Ltd., Sangli

11. Brahmadeodada Mane Sahakari Bank. Ltd.,

REGISTERED OFFICE & FACTORY

At. Renapur-Pangaon Road, Pangaon,

Taluka Renapur, District Latur

Pin : 431 522 (Maharashtra)

Phone : (02382) 236043 Fax : (02382) 236309 Mob. : 9822876215

CIN : U99999MH1999PLC130803.

Email : [email protected]@yahoo.co.in

Website : www.pannageshwarsugar.com-------------------------------------------------------------------

STATUTORY& INCOME TAX AUDITORS

M/s. P C Chandak& Associates,

Chartered Accountants,

G8, Behind Saraswat Bank,

Suyojit Trade Centre, Sharanpur Road,

Nashik – 422002.

COST AUDITORS

M/s. JNP & Associates,

Cost & Management Auditors,

Pune – 51.

INTERNAL AUDITORS

M/s. Shinde Chavan Gandi& Company,

Chartered Accountants,

Main Road, Latur – 413 512

(Up to 31st December, 2018 )

M/s. MTZ & company,

Chartered Accountants

34-35, First Floor, Sachi Plaza,

Near B J Market,

Jalgaon – 425 001

(From 1st January, 2019 )

http://www.pannageshwarsugar.com/

mailto:[email protected]


Ref. PSML/AGM/268/2019-20 Date: 31/05/2019

Notice

Notice is hereby given that the 20th Annual General Meeting (AGM) of the members of Pannageshwar Sugar Mills Limited will be held on Mondaythe 24th day of June, 2019 at 11.00 amat the registered office situated at Renapur Road, Pangaon, Taluka Renapur, District Laturto transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended 31st March, 2019, together with the reports of the Board of Directors and Auditors Report thereon.

2. To appoint a Director in place of Mr. KishanraoNagoraoBhandare (DIN: 02030991) who retires by rotation and being eligible offers himself for re-appointment.

3. To appoint a Director in place of Mr. Pralahad Hariram Panhale (DIN: 01066804) who retires by rotation and being eligible offers himself for re-appointment.

4. To appoint a Director in place of Mr. NavnathGanpatrao Bhosale (DIN:00017555) who retires by rotation and being eligible offers himself for re-appointment.

5. To pass with or without modification the following resolution as Ordinary resolution for appointment of Statutory Auditors of the Company:

“RESOLVED THAT M/s P C Chandak& Associates, Chartered Accountants (FRN 135001W), be and are hereby appointed as the Statutory Auditors of the company, for the period of five years, from the conclusion of this Annual General Meeting of the Company till the Conclusion of the 25 thAnnual General Meeting of the Company i.e. for the financial years from 2019-20 to 2023-24, at such remuneration as may decided by the Board of Directors in consultation with M/s. P C Chandak& Associates, Chartered Accountants (FRN 135001W).”

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all acts, things and deeds as required for the aforesaid resolution.”

SPECIAL BUSINESS:

6. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:-

APPOINTMENT OF STATUTORY AUDITORS TO FILL THE VACANCY:

“RESOLVED THAT pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force) that the members be and are hereby approve the appointment of M/s. P. C. Chandak & Associates., Chartered Accountants (FRN No.:. 135001W), Nashik as Statutory Auditors of the Company for the F.Y. 2019-20 made by the Board of Directors to fill the casual vacancy caused by the resignation of M/s. D. D. Darphalkar & Co, Chartered Accountants (FRN No.: 135523W).”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all acts, things and deeds as required for the aforesaid resolution.”


Ratification of appointment of Hon. Smt. Pradnya Gopinath Munde (DIN: 01868796) as a Managing Director of the Company:

“RESOLVED THAT pursuant to the provisions of Sec. 196, 197, 203 and all other applicable provisions of the Companies Act, 2013 & the Companies (appointment & Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifications or re-enactment thereof, for the time being, in force) and further read with and subject to the provisions of Schedule V of the Companies Act, 2013, the Company hereby approves the appointment of Hon. Smt. Pradnya Gopinath Munde (DIN: 01868796) as the Managing Director of the Company for a period of Three years with effect from 03/11/2018 on the terms and the conditions of remuneration mentioned under:

A) Salary – NilThe Board of the Directors is authorized to revise the remuneration within the limits as allowed by the Companies Act, 2013.

B) Perquisites1. The Managing Director shall not be paid any sitting fees for attending the meeting of the Board of

Directors or Committee there of.2. The Company shall reimburse entertainment and other business promotional expenses actually

incurred by her during the course of business of the Company.

C) Other Terms a) The Managing Director shall exercise and perform such powers and duties as the Board of

Directors shall time to time determine and as allowed as under the provisions of the Companies

Act, 2013. She shall be responsible for the day to day functioning of the Company and for overall functioning of the Company.

b) During the employment with the Company she shall devote her time and attention to the business and affairs of the Company during the normal business hours and shall use her best endeavors to promote the interest and welfare of the Company.

c) The Managing Director of the Company should report to the Board of the Directors of the Company at regular intervals.

“RESOLVED FURTHER THAT in absence of profits or inadequacy of profits the Company is authorized to pay the remuneration as allowed by the provisions of Schedule V of the Companies Act, 2013.”

“RESOLVED FURTHER THAT Hon. Smt. Pradnya Gopinath Munde (DIN : 01868796) shall be a Non-retiring Director.

“RESOLVED FURTHER THAT the aforesaid should be treated as an abstract as under the provisions of Sec. 190 of the Companies Act, 2013.”


Appointment of Mr. Ganesh ShivajiraoKarhad (DIN: 08396053) as an Independent Director of the Company:

“RESOLVED THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and rules made there under, Mr. Ganesh Shivajirao Karhad (DIN: 08396053), be and is hereby appointed as an Independent Director of the company to hold the office for a period of 5 Years with effect from 26th March 2019.

1. Sitting fees for attending the meetings of committees & the Board as may be decided by the Board from time to time.

2. Reimbursement of expenses as may be incurred in relation to the meeting of Committees or Board Meetings, if any.

3. Other terms as may be decided by the Board of Directors of the Companies.”

“RESOLVED FURTHER THAT Mr. Ganesh Shivajirao Karhad shall be a Non Retiring Director by rotation.”

“RESOLVED FURTHER THAT Mr.K.N. Bhandare, Director of the Company be and is hereby authorized to do all the acts, deeds and things as required for the said appointment of Independent Director including execution and filing of such forms as with the office of the Registrar of Companies and also to update the Registers as and where applicable pursuant to the provisions of the Companies Act, 2013.”

“RESOLVED FURTHER THAT a certified copy of the resolution be filed with the office of the Registrar of Companies.”


Ratification of remuneration of the Cost Auditors of the Company.

“RESOLVED THAT pursuant to the provisions of the Section 148 of the Companies Act, 2013 and all other applicable provisions, rules & notifications made under the Companies Act, 2013 the company hereby ratifies and approves the remuneration of Rs. 50,000/- (Rupees Fifty Thousand Only)plus Traveling Expenses of Rs.

3000/- per visit and Lodging & Boarding, if any at actual, as payable to M/s JNP & Associates, Cost Accountants, (FRN:000572) who are appointed as the Cost Auditor of the Company to conduct the cost audit of the cost records as maintained by the company for the financial year 2019-20.”

FOR AND ON BEHALF OF THE BOARD OF DIRECTORSPANNAGESHWAR SUGAR MILLS LIMITED

Ganesh R. ChillargeCompany Secretary(Meb. No.57329)

Date: 24/05/2019.Place:Pangaon,

-- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Notes:

1. The explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 which sets out details relating to Special Business at the meeting is annexed hereto.

2. A member of the company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be member of the Company.

3. The proxy in order to be effective should be lodged with the company at least 48 hours before the annual general meeting. The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A Proxy Form is sent herewith. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/authority, as applicable.

4. A person can act as proxy on behalf of members not exceeding fifty in number and holding in the aggregate not more than 10% of the total share capital of the company carrying voting rights. However, a member holding more than 10% of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder.

5. The Shareholders/Proxies are requested to produce at the Registration Counter(s) the attendance slip sent along with this Report, duly completed and signed, for admission to the meeting hall. However, in case of non-receipt of Notice of AGM, members are requested to write to the Company at its Registered Office for issuing the duplicate of the same.

6. The Ministry of Corporate Affairs has taken a corporate “Green initiative” by allowing paperless compliance by companies. As per the MCA Circular, Service of documents through electronic mode i.e. e-mail by the Company will be a valid compliance of Section 101 of the Companies Act, 2013. As such the members who are yet to register are requested to furnish/ register their e-mail id’s to enable the Company to send all notices, periodical statements etc., of the Company through electronic mode.

7. Voting through electronic means

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM)/ by electronic means and the business may be transacted through e-Voting Services. The facility of casting the

votes by the members using an electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be provided by NSDL.

II. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.

III. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

IV. The remote e-voting period commences on 21.06.2019 (09.00 a.m.) and ends on 23.06.2019 (05.00 p.m.) During this period members’ of the Company, holding shares either in physical form, as on the cut-off date of 17.06.2019, may cast their vote by remotee-voting. The remote e-voting module shall be disabled by NSDLfor voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

V. The process and manner for remote e-voting are as under:

A. In case a Member receives an e-mail from NSDL [for members whose e-mail IDs are registered with the Company] :

(i) Open e-mail and open PDF file viz; “remote e-voting.pdf” with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note that the password is an initial password.

(ii) Launch internet browser by typing the following URL: www.evotingindia.com

(iii) Click on Shareholder - Login

(iv) Put user ID and password as initial password/PIN noted in step (i) above. Click Login.

(v) Password change menu appears. Change the password/PIN with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

(vii) Select “REVEN” of “PANNAGESHWAR SUGAR MILLS LIMITED”.

(viii) Now you are ready for remote e-voting as Cast Vote page opens. On the voting page you will see the Resolution Description and the options “FOR/AGAINST/ABSTAIN” for voting. Enter the number of shares (which represents the number of votes) as on the cut-off date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially in “AGAINST” but the total number in “FOR/AGAINST” taken together should not exceed your total shareholding as on the cut-off date, as mentioned above. You may also choose the option “ABSTAIN” in case you do not want to cast vote.

(ix) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

(x) Upon confirmation, the message “Vote cast successfully” will be displayed.

(xi) Once you have voted on the resolution, you will not be allowed to modify your vote.

(xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] a copy marked to https://evoting.nsdl.com

B. In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the Company or requesting physical copy]

EVEN (Remote e-voting Event Number)USER ID PASSWORD/PIN

(i) Initial password will be provided.

https://evoting.nsdl.com/


http://www.evotingindia.com/

(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

VI. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section of [email protected] or call on toll free no.: 1800-222-990.

VII. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.

VIII. You can also update your mobile number and e-mail ID in the user profile details of the folio which may be used for sending future communication(s).

IX. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 17.06.2019

X. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 17/06/2019 may obtain the login ID and password by sending a request at http://evoting.nsdl.com.

XI. However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” option available on https://evotingnsdl.com or contact NSDL at the following no.: 1800-222-990.

XII. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.

XIII. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the company as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

XIV. CS Manoj H Shah, Company Secretary in Practice (Membership No. FCS 4238) of M/s. Manoj H Shah & Associates, Company Secretaries has been appointed as the Scrutinizer in respect of the facility as provided to the members of the Company, to scrutinize the voting and remote e-voting process in a fair and transparent manner.

XV. The Chairman shall, at the AGM at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “Ballot Paper” or “Poling Paper” for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

XVI. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith. The Scrutinizer`s decision on the validity of the vote shall be final and binding.

XVII. The Results declared along with the report of the Scrutinizer shall be placed on the Notice Board of the Company and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing.

XVIII. Corporate Members (i.e. other than Individuals, HUF, NRI, etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution / Authority Letter, etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer at e-mail ID [email protected] with a copy to the company. The scanned image of the above mentioned documents should be in the naming format “Pannageshwar Sugar Mills Ltd., EVENT NO.110749”

XIX. Members holding multiple folios shall choose the voting process separately for each of the folios.

XX. The resolutions will be deemed to be passed on the AGM date subject to receipt of requisite number of votes in favour of the resolutions.

8. Members holding shares in physical form and desirous of making a nomination or cancellation/ variation in nomination already made in respect of their shareholding in the Company, as permitted under Section 72 of the Companies Act, 2013, are requested to submit to the Company the prescribed Form SH.13 for nomination and Form SH.14 for cancellation/ variation as the case may be.

9. The annual Report of the Company circulated to the members of the company, will be made available at the registered office of the company during the office hours.

10. Members desirous of getting any information about the accounts or operations of the Company are requested to write to the Company at least seven days before the date of the meeting to enable the company to keep the information ready at the meeting.

11. All the documents referred to in the Notice & Explanatory Statement will be available for inspection by the members at the registered office of the Company between the office working hours.

12. According to the provisions of section 124 & 125 of the Companies Act, 2013, any amount of dividend remaining unclaimed for the period of seven years from the date of its transfer to unclaimed dividend account of the Company. Therefore the members who have not yet encased their dividend warrant(s) for the financial year ended March 2013 are requested to encash the same without making any further delay.

13. Pursuant to provisions of Section 124 & 125 of the Companies Act, 2013 the amount of dividends remaining unclaimed and unpaid for a period of seven years from the date it is lying in the Unpaid Dividend Account, is required to be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government. Till date, there is no such Dividend lying with Company. The unpaid amount pertaining to dividends declared up to the financial year 2011-12 & 2012-13, Members who have not yet enchased their dividend warrants for the financial year 2011-12 & 2012-13 onwards are requested to make their claims to the Company immediately.

14. The Directors seeking re-appointment have furnished the declaration under Rule14 of the Companies (Appointment and Qualification of Directors) Rules, 2014 as required under Section 164(2) of the Companies Act, 2013 and other requisite declarations for their re-appointment.

15. All the documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Company on all working days between 11.00 am to 1.00 pm up to the date of AGM. The Register of Directors and Key Managerial Personnel & their Shareholding and the Register of Contracts & Arrangements in which Directors are interested shall be open for inspection at the meeting to any person having right to attend the meeting.

EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 6

M/s. D. D. Darphalkar & Co, Chartered Accountants (FRN No. 135523W) have tendered their resignation from the position of Statutory Auditors due to ineligibility found in continuing to act as Statutory Auditor of Pannageshwar Sugar Mills Limited for the financial year 2018-19 Casual vacancy caused by the resignation of auditor can be filled by the shareholders in General Meeting within three months from the date of recommendation of the Board of Directors of the Company. The Board of Directors of the Company recommended that M/s. P. C. Chandak & Associates., Chartered Accountants (FRN no. 135001W), Nashik be appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. D. D. Darphalkar & Co, Chartered Accountants.

M/s. P. C. Chandak & Associates., Chartered Accountants (FRN no. 135001W) have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013.

Accordingly, Ordinary Resolution is submitted to the meeting for the consideration and approval of members.

None of the Directors, Key Managerial Persons or their relatives, in any way, concerned or interested in the said resolution.

Item No. 7

The Board of Directors has appointed Hon. Smt. Pradnya Gopinath Munde (DIN: 01868796) as a Managing Director of the Company w.e.f. 03/11/2018 for a period of 3 years, in the Board Meeting as held on 15/10/2018. Further the terms of payment of the remuneration and re-appointment of the managing director has been approved by the audit committee and the remuneration committee which consist of majority of independent directors. According to the provisions of Section 196, 197, 198 & 203 and rules made there under and provisions of schedule V of The Companies Act, 2013, appointment of Managing Director is required to be approved by the members of the company by way of special resolution.

As required under the provisions of the Schedule V of The Companies Act, 2013, the brief detail of the managing director is given as under:

I. General Information:(1) Nature of industry: Sugar Industry(2) Date of commencement of commercial production: 18.03.2001(3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not applicable.(4) Financial performance based on given indicators: Not applicable.

(5) Foreign investments or collaborations, if any: Not applicable

II. Information about the appointee:(1) Background details: (a) Smt. Pradnya Gopinath Munde (DIN: 01868796) Husband’s Name: Hon.Late Shri. Gopinathrao Munde, Ex. Minister for Rural Development, Govt. of India & Ex. Dy.Chief Minister, Govt. of Maharashtra.

(2) Past remuneration: Nil

(3) Recognition or awards: Nil

(4) Job profile and his suitability: Smt. Pradnya Gopinath Munde (DIN: 01868796) Presently Active as: Director, Yogeshwari Sugar Industries Ltd. and Director, Radico NV Distilleries Maharashtra Limited & Director, Pannageshwar Sugar Mills Ltd. Since 01.06.2015.

(5) Proposed Remuneration: Nil

(6) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin): Not Available

(7) Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any. : Shareholder of the company holding shares in the Company.

III. Other information:

(1)Reasons of losses or inadequate profits: Low rainfall, unavailability of sugarcane and low prices of Sugar are the major reasons for inadequate profits.

(2) Steps taken or proposed to be taken for improvement: The Company is engaged in production of sugar which is mostly based on natural calamities i.e. on the good monsoon, sugarcane production and global &domestic sugar prices which affect the profitability of the company. The company is always trying to ensure that the losses are reduced.

(3) Expected increase in productivity and profits in measurable terms: Expected increase is 20 %

(4) Shareholding of Smt. Pradnya Gopinath Munde (DIN: 01868796): She holds 19,000 Equity shares in the Company since beginning of the company.

None of the other Directors/ Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested in the said resolution except Smt. Pradnya Gopinath Munde (DIN: 01868796) being the appointee.

There will be no change in the management and or the shareholding of the company due to the said resolution if approved by the members.

The Board recommends the approval of the said special resolution.

Item No. 8

In accordance with the provisions of the Companies Act 2013 Section 149, 152 read with Schedule IV and of the Act Read with the rules, it was mandatory for Company to appoint Independent Directors on the Board. In the opinion of the Board, Proposed Director namely Mr. Ganesh Shivajirao Karhad (DIN: 08396053), fulfills the conditions for the appointment as Independent Director as specified in the Act and rules made there under and proposed directors are Independent of the Management. The company has also received declaration from Mr. Ganesh Shivajirao Karhad (DIN: 08396053), that they meet with the criteria as specified in the Act and rules made there under. Mr. Ganesh Shivajirao Karhad has appointed on the board by the board of directors from 26.03.2019 to fill the casual vacancy.

Mr. Ganesh Shivajirao Karhad (DIN: 08396053), does not hold any share of the company. Nomination and remuneration committee Recommended the appointment of Mr. Ganesh Shivajirao Karhad as independent director.

Mr. Ganesh Shivajirao Karhad (DIN: 08396053), are interested in the said resolution with regard to their respective appointments.

None of the Directors/ Key Managerial Personnel of the Company/ their relatives are , in any way, concerned or interested in the said resolution.

The Board recommends the approval of the said resolution.

Item No. 9

The Board, on the recommendation of the Audit Committee, has approved the appointment of M/s JNP & Associates, Cost Accountants (FRN: 000572), as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending March 31St, 2020 at a remuneration of Rs.50,000/-, in addition to applicable taxes and reimbursement of out-of-pocket expenses.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified and approved by the shareholders of the Company.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 9 of the Notice for ratification and approval of the remuneration payable to the Cost Auditors for the financial year ending March 31st, 2020.

The Board recommends passing of the Resolution at Item No. 9 of the Notice, as an Ordinary Resolution.

None of the Directors and Key Managerial Personnel of the Company and their respective relatives are, in any way, financially or otherwise, deemed to be concerned or interested in this item of business.

There will be no change in the management of the company due to the passing of the aforesaid resolution

The Board recommends the approval of the said resolution.


Ganesh R. ChillargeCompany Secretary(Meb. No.57329)

Date: 24/05/2019.Place: Pangaon,.

Route Map for the venue of the annual general meeting Company Name: Pannageshwar Sugar Mills LimitedAddress of the venue of the AGM: Renapur Road, Pangaon, Tal, Renapur, Dist. Latur

Nearest Land Mark :Vitthal Mandir

Route Map: Dharmapuri - Pangaon - [ Pannageshwar Sugar Mills Ltd.] - Patharwadi/Bhandarwadi - Renapur - RenapurPhata(PimpalPhata) - Latur-Ambajogai Highway

BOARD’S REPORTTo,The Members,Pannageshwar Sugar Mills Limited

Your Directors are pleased to present the 20 th Annual Report and the Company’s audited financial statement for the financial year ended March 31, 2019.

1. FINANCIAL RESULTSThe Company’s financial performance for the year under review along with previous year’s performance isproduced hereunder:

Particulars For the year ended

31 March, 2019Rs.

For the year ended 31 March, 2018

Rs.

A CONTINUING OPERATIONS: 1 Revenue from operations (gross) 59,15,22,594 31,65,80,914 Less: Excise duty -- 17,43,885 Revenue from operations (net) 59,15,22,594 31,48,37,029 2 Other income 3,91,14,385 2,80,11,997 3 Total Revenues 63,06,36,979 34,28,49,026 4 Expenses (a) Cost of materials consumed 72,78,29,914 68,74,99,354 (b) Purchases of stock-in-trade 1,91,78,406 2,10,77,750 (c) Changes in inventories of finished goods, work-in-

progress and stock-in-trade (Increase)(40,01,43,251) (58,85,65,678)

(d) Increase / (decrease) of excise duty on inventory: -- (20,50,573) (e) Employee benefits expense 9,08,40,910 8,19,58,800 (f) Other expenses 8,20,99,535 5,60,57,065 Total Expenses 51,98,05,513 25,59,76,718 5 Earnings before exceptional items, extraordinary items,

interest, tax, depreciation and amortisation (EBITDA) (3-4)11,08,31,466 8,68,72,308

6 Finance costs 9,69,67,837 6,24,81,146 7 Depreciation and amortisation expense 1,01,02,133 1,00,15,789 8 Profit / (Loss) before exceptional and extraordinary items

and tax (5+ 6+7)37,61,496 1,43,75,373

9 Exceptional items (32,09,412) 1,71,45110

Profit / (Loss) before extraordinary items and tax (8 +9) 69,70,908 1,42,03,922

11

Extraordinary items -- -

12

Profit / (Loss) before tax (10+11) 69,70,908 1,42,03,922

13

Tax expense:

(a) Current tax expense for current year -- - (b) (Less): MAT credit (where applicable) -- - (c) Current tax expense relating to prior years -- 11,987 (d) Net current tax expense -- 11,987 (e) Deferred tax (7,70,336) 1,02,06,636 Total : (7,70,336) 1,02,18,62314

Profit / (Loss) from continuing operations 77,41,244 39,85,299

15

Profit / (Loss) from discontinuing operations -- -

16

Profit / (Loss) from total operations 77,41,244 39,85,299

17

Profit / (Loss) for the year 77,41,244 39,85,299

2. WEBSITE OF THE COMPANT: http://pannageshwarsugar.com

3. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Your Directors wish to present the details of Business operations done during the year under review:

a. Production and Profitability:

Particulars Year 2018-19 Year 2017-18Production of sugar (Qtl.) 2,90,700 2,72,300Profitability Rs. 77,41,244 39,85,299

The management is positive and expects better results in the coming years.

b. Sales: Particulars Year 2018-19

Rs. Year 2017-18

Rs.Sugar 50,76,49,947 23,70,71,823Molasses 4,33,38,052 3,36,50,242Bagasse 2,06,13,593 2,40,37,600

c. Marketing and Market environment:

Company has always used its better skill of marketing from time to time for better sales realization for sugar by keeping weekly or fortnightly tenders but the market environment remain almost negative during the year under review.

d. Future Prospects including constraints affecting due to Government policies :The management does not foresee any constraint due to Government policies that will affect the future prospects of the company. The factors for fixation of sugarcane price (FRP) may be considered on actual bases i.e. the price of sugar realized during the year.

4. DIVIDEND: The Board of Directors do not recommend any dividend for the financial year under review.

5. TRANSFER TO GENERAL RESERVES:The company has not transferred any amount to general reserves during the financial year of the company.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:Since there was no unpaid/unclaimed Dividend pending with the company for more than previous seven years, no amount is transferred or required to be transferred to IEPF account as under the provisions of Section 124 & 125 of the Companies Act, 2013.

7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR TO WHICH THIS 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 statements relate till the date of this report.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) CONSERVATION OF ENERGY

Sr. No. Particulars Steps Taken1 Steps taken or impact on conservation of energy Nil2 Steps taken by the company for utilising alternate sources

ofenergyNil

3 Capital investment on energy conservation equipment Nil

(B) TECHNOLOGY ABSORPTION

Sr. No. Particulars Steps Taken1 Efforts made towards technology absorption Nil2 Benefits derived Nil3 In case of imported technology (imported during the last three years

reckoned from the beginning of the financial year)-the details of technology imported;the year of import;whether the technology been fully absorbed;if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

Nil

4 Expenditure incurred on Research Nil

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Sr. No Particular Amount for the year 2018-19

Rs. 1 Foreign exchange inflow Nil2 Foreign exchange Outflow Nil

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Pursuant to the requirement of Section 134 of the Companies Act, 2013, the Company has already in place a risk management policy which is annexed as Annexure A and forms a part of the report. The Company has a framework to identify and evaluate business risks and opportunities. The framework seeks to create transparency, minimize adverse impact on business objectives and enhance your Company’s competitive advantage.

10. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVESThe Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable for the year under review.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013.There were no loans, guarantees, Investment made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. The details of the investments as made by the company are stated in the schedule as annexed to the balance sheet which forms a part of this report.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIESThe details of Contracts or Arrangements made with related parties during the year are stated in Annexure B as annexed to this report.

13. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS.

The explanations /comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Auditors in their report are furnished herein below:

1) Point No. i of Basis for qualified opinion.Reply: The note no. 31.11 is self explanatory.

2) Point a of Emphasis of matter of Audit reportReply: The management is taking legal opinion in respect of the said payment to be done for Harvesters and Transporters.

3) Point no. b of Emphasis of matter of Audit reportReply: The said delay in cane payment is due to shortage of funds in the company. The management is taking necessary steps to pay the said dues.

4) Point no. c of Emphasis of matter of Audit reportReply: The same is self explanatory.

5) Point No. (1) (a) of Annexure A of Independent Auditors Report.Reply: The management has already taken necessary steps towards the updation of the fixed assets register and compliance of the law.

6) Point No.3 of Annexure A to the Independent Auditor’s ReportReply: The Point No.3 is self explanatory.

7) Point No 7 (a) of Annexure A to the Independent Auditor’s ReportReply: The management has paid regularly the statutory dues within time. The minor delays in other payments were not intentional on the part of the company and the management is taking necessary steps to avoid such delays.

8) Point No 8 of Annexure A to the Independent Auditor’s ReportReply: The delay in repayment of dues to the Bank was on account of shortage of funds. The company is taking all the steps of make the payment of outstanding dues of Banks.

9) Point No 9 of Annexure A to the Independent Auditor’s ReportReply: The funds were used by the Company as it was facing cash crunch. The said utilize of funds was done on temporary basis.

14. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure C and is attached to this report.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 relating to the remuneration for the Directors, key managerial personnel, and other employees as required by the rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

15. EXTRACT OF ANNUAL RETURNThe extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure D and is attached to this Report.

16. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEWThe Company had 11 (eleven only)Board Meetings during the financial year under review.

17. EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS, COMMITTEE OF DIRECTORS AND INDEPENDENT DIRECTORS In a separate meeting of independent Directors, performance of non-independent directors, performance of Board as a whole and performance of Chairman was evaluated. Based on such report of the meeting of independent Directors and taking into account the views of executive director and non-executive director the Board had evaluated its performance on various perimeters such as Board composition and structure, effectiveness of board processes, effectiveness of flow of information, contributions from each directors etc.

18. DIRECTORS RESPONSIBILITY STATEMENTIn accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:—

(a) In the preparation of the annual accounts, the applicable accounting standards except AS-15 as issued by ICAI (Institute of Chartered Accountants of India), as stated by the Statutory auditors in the Auditors report of the Company, had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) Not applicable as the clause is applicable for listed companies;and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. DETAILS OF FRAUD AS REPORTED BY THE AUDITORS OF THE COMPANY (INSERTED BY COMPANIES AMENDMENT ACT, 2015) There are no frauds as reported by the statutory auditors of the Company during the financial year under review.

20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIESThe Company does not have any Subsidiary, Joint venture or Associate Company.

21. DEPOSITSThe Company has neither accepted nor renewed any deposits during the year under review.

22. DIRECTORS& KEY MANAGERIAL PERSONNEL:

Mr. VasantraoBaburaoDahiphale (DIN: 01066825) Mr.KashiramGanpatrao Patil (DIN: 01066814),Mr. Ganesh Namdeorao Hake(DIN: 01066839) and Mr. Suresh Dnyaneshwar Lahane (DIN:05253402) were reappointed as Directors in the previous Annual general meeting of the company as held in 2018 .

Mr. KishanraoNagoraoBhandare(DIN:02030991), Mr.Pralahad Hariram Panhale (DIN: 01066804),Mr. NavnathGanpatrao Bhosale (DIN: 00017555) Directors who retire by rotation and being eligible offers themselves for being reappointed as Directors of the Company, liable to retire by rotation, in the ensuing annual general meeting. The Board recommends the approval of the said resolutions.

Hon. Smt. Pradnya Gopinath Munde (DIN: 01868796) was appointed as a Managing Directorof the Companyby the duly-held Board Meeting on 15th October, 2018 for Three years w.e.f. 03rd November, 2018. The same need to be confirmed by the member of the company in the ensuing annual general meeting.The Board recommends the approval of the said resolutions.

Mr. Ganesh Shivajirao Kharad (DIN: 0839653) has been appointed as an Independent Director of the Company by the duly-held Board Meeting on 26th March, 2019. The same need to be confirmed by the member of the company in the ensuing annual general meeting.The Board recommends the approval of the said resolutions.

23. RESIGNATION / VACATION OF POST BY DIRECTOR:Mr. Rajesh Sambhaji Pawar (DIN: 08396053) has resigned and vacated the office of the Independent Director of the Company with effect from 25th March, 2019.

24. PAYMENT OF COMMISSION TO DIRECTORS:The Directors of the company have not received any commission from the company or subsidiary company or holding company.

25. DECLARATION OF INDEPENDENT DIRECTORS:The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

26. STATUTORY AUDITORS

M/sP C Chandak & Associates, Chartered Accountants (FRN 135001W),were appointed as Statutory Auditors of the Company for the F.Y. 2019-20 by the Board of Directors to fill the casual vacancy caused by the resignation of M/s. D. D. Darphalkar& Co, Chartered Accountants (FRN No.: 135523W) during the period under review.

Further, M/sP C Chandak & Associates, Chartered Accountants (FRN 135001W) has given their consent to be appointed as the auditors of the Company for a period of five years, from the conclusion of this Annual General Meeting of the Company till the Conclusion of the 24 rd Annual General Meeting of the Company i.e. for the financial year from 2019-20 to 2023 -24. The Board recommends the approval of the said firm as the auditors of the company for the financial year 2019-2020 to 2023-24 at such remuneration as shall be fixed by the Board of Directors of the Company by the members in the ensuing Annual General Meeting.

27. SECRETARIAL AUDIT REPORT The provisions of secretarial audit report are not applicable to the company.

28. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM AND OTHER APPLICABLE COMMITTEES

29.a) Audit Committee:The Company has constituted Audit committee as required under Section 177 of the companies Act 2013, the members comprising the Audit committee are stated as follows:

1) Mr. Pravin S. Ghuge (Independent Director) – Chairman

2) Mr. Rajesh S. Pawar (Independent Director) – Member 3) Mr. Kishanrao N. Bhandare (Director) – Member

During the year Mr. Rajesh S. Pawar, Independent Director has resigned from the post, and Mr. Ganesh ShivajiraoKarhad has appointed as Independent Director by the board in its meeting held on 26/03/2019 to fill the casual vacancy.

Accordingly the members comprising the Audit Committee are Stated as follows:

1) Mr. Pravin S. Ghuge (Independent Director) – Chairman 2) Mr. Ganesh S. Karhad (Independent Director) – Member 3) Mr. Kishanrao N. Bhandare (Director) – Member

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.The company has accepted all the recommendations as made by the audit committee during the financial year under review.

b) Nomination & Remuneration Committee:The Company has constituted Nomination & Remuneration Committee as required under section 178 of the Companies Act 2013 read with the rules thereunder. The said Committee consists of the following members:

1. Mr. Pravin S. Ghuge - Chairman2. Mr. Rajesh S. Pawar - Member3. Mr. Vasantrao B. Dahiphale - Member

During the year Mr. Rajesh S. Pawar, Independent Director has resigned from the post, and Mr. Ganesh ShivajiraoKarhad has appointed as Independent Director by the board in its meeting held on 26/03/2019 to fill the casual vacancy.

Accordingly the members comprising the Nomination & Remuneration Committee are stated as follows:

1) Mr. Pravin S. Ghuge (Independent Director) – Chairman 2) Mr. Ganesh S. Karhad (Independent Director) – Member 3) Mr. Vasantrao B. Dahiphale (Director) – Member

Mr. Pravin S. Ghuge (DIN 02496930) and Mr. Rajesh S. Pawar (DIN 00312193) were the Independent Directors on the said Committee. The Company has accepted all the recommendation/s of the Nomination & remuneration committee as and when made to the Board of Directors by the Committee during the year under review.

c) Stakeholders Relationship Committee:The Company has constituted the Stakeholders Relationship Committee as under the provisions of section 178 of the Companies Act, 2013 read with the rules there under. The said committee consists of the following members:


During the year Mr. Rajesh S. Pawar, Independent Director has Resigned from the post, and Mr. Ganesh ShivajiraoKarhad has appointed as Independent Director by the board in its meeting held on 26/03/2019 to fill the casual vacancy.

Accordingly the members comprising the Stakeholders Relationship Committee are Stated as follows:


Mr. Pravin S. Ghuge(DIN 02496930) and Mr. Rajesh S. Pawar (DIN 00312193) were the Independent Directors on the said Committee. The Company has accepted all the recommendation/s of the Stakeholders Relationship committee as and when made to the Board of Directors by the Committee during the year under review

d) Corporate Social Responsibility Committee:The Company has constituted the Corporate Social Responsibility Committee as under the provisions of section 135 of the Companies Act, 2013. The said committee consists of the following members:


During the year Mr. Rajesh S. Pawar, Independent Director has Resigned from the post, and Mr. Ganesh ShivajiraoKarhad has appointed as Independent Director by the board in its meeting held on 26/03/2019 to fill the casual vacancy.

Accordingly the members comprising the Corporate Social Responsibility Committee are Stated as follows:


Mr. Pravin S. Ghuge (DIN 02496930) and Mr. Rajesh S. Pawar (DIN 00312193) were the Independent Directors on the said Committee. The Company has accepted all the recommendation/s of the Corporate Social Responsibility committee as and when made to the Board of Directors by the Committee during the year under review

30. SHARES:a. BUY BACK OF SECURITIESThe Company has not bought back any of its securities during the year under review.b. SWEAT EQUITYThe Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARESNo Bonus Shares were issued during the year under review.

d.EMPLOYEES STOCK OPTION PLANThe Company has not provided any Stock Option Scheme to the employees during the year under review.

31. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ) ACT, 2013 :The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent contractual, temporary, trainees) are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed of during each calendar year. No. of Complaints received: NILNo. of Complaints disposed off: NIL

32. COST RECORDS AND COST AUDITORS:The company has as per the provisions of the Act maintained the cost records for the company during the financial year 2018-2019.

Further The Company has appointed M/s J.N.P. & Associates, Cost Accountants, (FRN:000572) as the Cost Auditors of the Company for the financial year 2018-19 . The Company has reappointed the said firm for the financial year 2019-2020.

33. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS & COMPANY’S OPERATIONS IN FUTURE:There are no significant & material orders passed by the regulators or courts or tribunals impacting the going concern status & company’s operations in future during the year under review.

34. PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES:There is no provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees during the year under review.

35. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

36. PARTICULARS OF EMPLOYEES:

There were no employees who were employed throughout the year & drawing the remuneration of not less than one crore& two lakh rupees for the year 2018-2019 in the aggregate.

There were no employees who were employed for the part of the year & drawing remuneration for not less than Eight lakh and Fifty Thousand rupees per month.

There were no employees who were employed throughout the year & drawing remuneration in that year, in aggregate, in excess of that remuneration as drawn by the Managing Director, Whole Time Director or Manager.

There were no employees who hold by himself or along with his spouse & dependent children, not less than two percent of the equity shares of the company.

37. CORPORATE GOVERNANCE(APPLICABLE ONLY TO THE COMPANIES WHO HAVE PAID THE REMUNERATION TO THE DIRECTORS AS PER SCHEDULE V)(i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors; Nil(ii) Details of fixed component and performance linked incentives along with the performance criteria; Not Applicable(iii) Service contracts, notice period, severance fees; Not Applicable(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable. Not Applicable

38. ACKNOWLEDGEMENTS:The Board of Directors is grateful to Hon. Pankajatai Gopinathrao Munde, Minister for Rural Development, Govt. of Maharashtra for their valuable guidance and cooperation to the company from time to time. The Board of Directors is also thankful to Hon. Dr. Pritamtai Gopinathrao Munde, MP & Hon. Adv. Yashashreetai Gopinathrao Munde for their valuable guidance and cooperation from time to time.

The Directors also like to thank Management of the Vaidyanath Urban Coop. Bank Ltd., Parali-Vaidnathand Dombivali Nagari Sakhari Bank Ltd., Dombivali, Bank of India, The PandharpurUrben Co-op. Bank Ltd., Pandharpur and all consortium bankers for providing financial assistance from time to time.

Directors are also thankful to all Central Govt. and State Govt. Officials for their guidance & continued assistance extended to the company. Directors congratulate and thank all the members, sugarcane growers, contractors, suppliers, customers, and our Heads of Departments and all of our employees for successful sixteen seasons with good results.

Lastly, we request all of you to accept this report being presented on behalf of directors.


(Pradnya Gopinathrao Munde)Chairman & Managing Director (DIN 01868796 )

Date: 24/05/2019Place:Pangaon

Annexure ARisk Management Policy

Objectives must exist before management can identify potential events affecting their achievement. Enterprise Risk Management ensures that management has in place a process to set objectives and that the chosen objectives support and align with the entity’s mission and are consistent with its risk appetite.

The Company’s business is exposed to many internal risks and external risks like Threat to market share due to Local and Global Competition, Technology Risk, Human Resource risk, Regulatory and Compliance risk etc. and in order to address the same in a systematic manner, the Board of Directors pursuant to Section 134, of the Companies Act, 2013, has instructed the management to do a detailed analysis of risk and present to the board.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. The focus on the nature of risk in Indian Sugar industries and possible policy option for mitigate risks.

The key objective of the policy is:• Identify the weather condition which affects production of Sugarcane• Analyze Sugar price volatility trend in India• Identify Systematic and unsystematic risk in sugar industries• Understand the impact of risk on stakeholders• Critically examine the current policy framework• Explore the risk management measures to mitigate unpredictable riskThe Management recognized that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and effective manner The Company believes that the Risk cannot be eliminated. However, it can be:• Transferred to another party, who is willing to take risk, say by buying an insurance policy.• Reduce, by having good Internal Controls;• Avoided, by not entering into Risky Businesses;• Retained, to either avoid the cost of trying to reduce risk or in anticipation of higher profits by taking on more risk,

and;• Shared, by following a middle path between retaining and transferring risk.The Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the company's business and document their process of risk identification, risk minimization, risk optimization as a part of a Risk Management Policy or Strategy. Currently the Risk Management activity is under development stage. The Enterprise Wide Risk Management with focus on three key elements, viz:1. Risk Assessment2. Risk Management3. Risk MonitoringWe have adopted a system based approach for risk management, with clear objectives of identification, evaluation, monitoring and minimization of the identified risks. The Board of directors takes decision for assessment and evaluation of the risks associated with the business through its risk document. The management periodically reviews the risk management framework to identify the major business risks as applicable to the Company and works out their mitigation strategy.


(Pradnya Gopinathrao Munde)Chairman & Managing Director

(DIN 01868796)


Annexure BForm No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act andRule 8(2) of the Companies (Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third provision thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis:There were no contracts or arrangements or transactions entered in to during the year ended March 31, 2019, which were not at arm’s length basis.

2. Details of contracts or arrangements or transactions at Arm’s length basis:

Name(s) of the related party Nature of Relationship

Duration of contract

Salient terms Dates of Approval

by the Board, if

any.

Amount Rs. Amount paid as

advances, if any

Nature of Contract : Purchase of Goods Sugar Cane

KishanraoNagoraoBhandare Vice Chairman No. Period As per Market rate Nil 14,62,109 Nil

KashiramGanpatrao Patil Director No. Period As per Market rate Nil 5,39,524 Nil

VasantraoBaburaoDahiphale Director No. Period As per Market rate Nil 11,08,496 Nil

JayappaShankarappaHalkude Director No. Period As per Market rate Nil 2,73,449

Suresh DnyanobaLahane Director No. Period As per Market rate Nil 3,53,442 Nil

SukeshKishanraoBhandare Son of Vice Chairman

No. Period As per Market rate Nil 4,84,463 Nil

NavnathNagoraoBhandare Brother of Vice Chairman


ChabitabaiNavnathBhandare Brothers wife of V. Chairman


NarsingNagoraoBhandare Brother of Vice Chairman


RadhabaiKishanraoBhandare Wife of Vice Chairman


Padmaja SureshLahane Wife of director No. Period As per Market rate Nil 1,96,461 Nil

DanyanandKashiram Patil Son of Director No. Period As per Market rate Nil 37,895

UddhavraoBaburaoDahiphale Brother of Director


Sharad UddhavraoDahiphale Brothers Son of Director

No. Period As per Market rate Nil 595 Nil

RukminbaiRavikantAusekar Wife of director No. Period As per Market rate Nil 7,33,253 Nil

Balaji KishanraoBhandare Son of V. Chairmab


VishnudasRavikantAusekar Son of Director No. Period As per Market rate Nil 8,62,243 Nil

Shashikant RavikantAusekar Son of Director No. Period As per Market rate Nil 7,64,613

Chandrakant UdhavDahiphale Brothers Son of Director

No. Period As per Market rate Nil 5,48,915

UjawalabaiVasantraoDahiphale Wife of director No. Period As per Market rate Nil 2,85,111 Nil

Nature of Contract : Sale of goods ( Pressmud ):KishanraoNagoraoBhandare Vice Chairman No. Period As per Market rate Nil 20,884 Nil

VishnudasRavikantAusekar Son of Director No. Period As per Market rate Nil 10,158 Nil

Reasons for entering into Related Party Transactions:The company has done the said transactions with the Directors/ relatives which are at arm’s length basis only. The said transactions are relating to purchase of sugar cane wherein the prices of the sugar cane is decided by the Government and is a controlled price. In respect of the pressmud the said products are sold by the company at the same rate as sold to the other customers.



(DIN 01868796)


Annexure CNomination & Remuneration Policy

The company considers Human Resources as its invaluable assets. This policy on the nomination and remuneration of the Directors, Key Managerial Persons (KMPs) and other employees has been formulated in terms of the Companies Act, 2013, in order to pay equitable remuneration to the Directors, Key Managerial Persons (KMPs) and other employees of the company and to harmonize the aspiration of human resources consistent with the Goal of the company.

In case of any inconsistency between the provisions of law and this remuneration policy, the provisions of the law shall prevail and the Company shall abide by the applicable law. While formulating this Policy, the Nomination and Remuneration Committee ("NRC") has considered the factors laid down under Section 178(4) of the Act, which are as under:

a) "The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; andc) Remuneration to Directors, KMP and senior management involves a balance between fixed and incentive pay

reflecting short and long-term performance objectives appropriate to the working of the Company and its goals”.

The purposes of the policy are:• To formulate criteria for determining qualifications, positive attributes and independence of a Director.

• To formulate criteria for evaluation of Independent Directors and the Board.

• To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

• To carry out evaluation of Director’s performance.

• To recommend to the Board the appointment and removal of Directors and Senior Management.

• To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

• To devise a policy on Board diversity, composition, size.

• Succession planning for replacing Key Executives and overseeing.

• To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

• To perform such other functions as may be necessary or appropriate for the performance of its duties

Key principles governing this remuneration policy are as follows:

Remuneration for Independent Directors and Non-Independent Non-Executive Directors

Overall remuneration should be reflective of the size of the Company, complexity of the sector/industry/company’s operations and the company’s capacity to pay the remuneration.

Independent Directors ("ID") and Non-Independent Non-Executive Directors ("NED") may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members) and commission within

regulatory limits. Quantum of sitting fees may be subject to review on a periodic basis, as required. Within the parameters prescribed by law, the payment of sitting fees and commission will be recommended by the NRC and approved by the Board.

Overall remuneration (sitting fees and commission) should be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the Company (taking into consideration the challenges faced by the Company and its future growth imperatives). Overall remuneration practices should be consistent with recognized best practices.

In addition to the sitting fees and commission, the Company may pay to any Director such fair and reasonable expenditure, as may have been incurred by the Director while performing his / her role as a Director of the Company.

The Nomination and Remuneration Committee (NRC) or the Board may review the Policy as and when it deems necessary. The NRC may issue the guidelines, procedures, formats, reporting mechanism and manual in supplement and better implementation to this Policy, if it thinks necessary. This Policy may be amended or substituted by the NRC or by the Board as and when required and also by the Compliance Officer where there is any statutory changes necessitating the change in the policy.

Remuneration for Managing Director (MD)/Executive Directors (EDs)/KMP/rest of the employees

The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence remuneration should be:

• Market competitive (market for every role is defined as companies from which the Company attracts talent or companies to which the Company loses talent),

• Based on the role played by the individual in managing the Company including responding to the challenges faced by the Company,

• Reflective of size of the Company, complexity of the sector/ industry/company’s operations and the Company’s capacity to pay,

• Consistent with recognized best practices and Aligned to any regulatory requirements.



(DIN 01868796)

Date: 24/05/2019Place:Pangaon.

Annexure DForm No. MGT-9

EXTRACT OF ANNUAL RETURNas on the financial year ended on 31/03/2019

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATIONAND OTHER DETAILS:

i) CIN: - U99999MH1999PLC130803

ii) Registration Date: 09/03/1999

iii) Name of the Company: PANNAGESHWAR SUGAR MILLS LIMITED

iv) Category / Sub-Category of the Company: Public Limited Company

Company Limited by Shares

Company having share capital

v) Address of the registered office and contact details: RENAPUR ROAD, PANGAON, TAL. RENAPUR, DIST. LATUR

431522

Telephone With STD Area Code 02382 Number 236043

Fax No. 02382-236309

E-mail Address:

(Please provide valid & current e-mail ID

of the dealing officer)

[email protected]

[email protected],

vi) Whether listed company: No

vii) Name, Address and Contact details of Registrar and Transfer Agent, if any:Bigshare Services Pvt. Ltd., 1st

Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai – 400 059,

E-mail :[email protected], Tel.: +91 2262638200.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the company

1 Manufacture of Sugar, Mollasses and Bagaase

2060 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: Nil

S.N. Name & Address of the company

CIN/ GLN Holding/ Subsidiary/ Associate

% of Shares Held

Applicable Section

Nil NA NA NA NA

IV. SHAREHOLDING PATTERN: (Equity Share Capital Breakup as Percentage of Total Equity)

i) Category Wise Share Holding:

Category of Shareholders

No. of Shares held at the Beginning of the year

No. of Shares held at the End of the year

% Change during the year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters

1) Indian(a) Individual/ HUF NIL 70627 70627 10.60 NIL 70627 70627 10.60 0

(b) Central /State Govt(s)

0 0 0 0.00 0 0 0 0.00 0

(c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0

(d) Financial Ins. / Banks 0 0 0 0.00 0 0 0 0.00 0

(e) Any Other 0 0 0 0.00 0 0 0 0.00 0

(i) Group Companies 0 0 0 0.00 0 0 0 0.00 0

(ii) Directors Relatives 0 42589 42589 6.40 32589 32589 4.90 1.50

SUB TOTAL (A)(1) 0 113216 113216 17.00 0 103216 103216 15.50 1.50

2) Foreigna) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0b) Other Individuals 0 0 0 0.00 0 0 0 0.00 0

c) Institutions 0 0 0 0.00 0 0 0 0.00 0

d) Qualified Foreign Investor

0 0 0 0.00 0 0 0 0.00 0

e) Any other (Specify) 0 0 0 0.00 0 0 0 0.00 0SUB TOTAL (A)(2) 0 0 0 0.00 0 0 0 0.00 0Total Shareholding of Promoter(A)= (A)(1)+ (A)(2)

0 113216 113216 17.00 0 103216 103216 15.50 1.50

B. Public Shareholding:

1. Institutions(a) Central/State Govt. (s)

0 0 0 0.00 0 0 0 0.00 0

(b) Financial Institutions/ Bank

0 0 0 0.00 0 0 0 0.00 0

(c) Mutual Funds / UTI 0 0 0 0.00 0 0 0 0.00 0

(d) Venture Capital Funds

0 0 0 0.00 0 0 0 0.00 0

(e) Insurance Companies

0 0 0 0.00 0 0 0 0.00 0

(f) FII’s 0 0 0 0.00 0 0 0 0.00 0

(g) Foreign Venture Capital Investors.

0 0 0 0.00 0 0 0 0.00 0

(h) Qualified Foreign investor

0 0 0 0.00 0 0 0 0.00 0

(i) Any Others (Specify) 0 0 0 0.00 0 0 0 0.00 0

(j) Foreign Portfolio Investor

0 0 0 0.00 0 0 0 0.00 0

(k) Alternate Investment Fund

0 0 0 0.00 0 0 0 0.00 0

Sub Total:(B)(1):-

0 0 0 0.00 0 0 0 0.00 0

2. Non Institutions

(a) Bodies Corp. 0 10000 10000 1.50 0 10000 10000 1.50 0

(b) Individuals 0

(i) (Capital Upto Rs. 1 Lakh)

0 100107 100107 15.04 0 100107 100107 15.04 0

(ii) (Capital Greater Than Rs. 1 Lakh)

0 442500 442500 66.46 0 452500 452500 67.96 1.50

(c) Any Others (Apecify)

0 0 0 0.00 0 0 0 0.00 0

(i) Trusts 0 0 0 0.00 0 0 0 0.00 0(ii) Clearing Member 0 0 0 0.00 0 0 0 0.00 0(iii) Non Resident Indians (NRI)

0 0 0 0.00 0 0 0 0.00 0

(iv) Non Resident Indians (Repat)

0 0 0 0.00 0 0 0 0.00 0

(v) Non Resident Indians (Non Repat)

0 0 0 0.00 0 0 0 0.00 0

(vi) Directors Relatives 0 0 0 0.00 0 0 0 0.00 0(vii) Employee 0 0 0 0.00 0 0 0 0.00 0(viii) Overseas Bodies Corporates

0 0 0 0.00 0 0 0 0.00 0

(ix) Unclaimed Suspense Account

0 0 0 0.00 0 0 0 0.00 0

(x) IEPF 0 0 0 0.00 0 0 0 0.00 0(d) Qualified Foreign Investor

0 0 0 0.00 0 0 0 0.00 0

Subtotal (B) (2) 0 552607 552607 83.00 0 562607 562607 84.50.0 1.50

Total Public Shareholding(B)= (B)(1)+ (B)(2)

0 552607 552607 83.00 0 562607 562607 84.50.0 1.50

(C) Shares held by Custodians and against which Depository Receipts have been issued

0 0 0 0.00 0 0 0 0.00 0

Grand Total (A+B+C) 0 665823 665823 100 0 665823 665823 100 0

B. SHAREHOLDING OF PROMOTERS:

Sl. No.

Shareholders Name Shareholding at the Beginning of the year

Shareholding at the End of the year

% change in share holding during the year.

No. of Shares

% of total shares of the company

% of shares Pledged/ encumbered to total shares

No. of Shares


% of shares Pledged/ encumbered to total shares

1 VyankatVithalraoAname 1000 0.15 - 1000 0.15 -- --2 RamchandraGovindBhandare 1000 0.15 - 1000 0.15 -- --3 PradeepRamraoKulkarni 1160 0.17 - 1160 0.17 -- --4 SidhalingappaMaharudrappaHa

lkude 10 0.00 - 10 0.00 -- --

5 PanditPandurangMunde 1000 0.15 - 1000 0.15 -- --6 RangnathraoVishwanathraoKatl

e10 0.00 - 10 0.00 -- --

Total 4180 0.62 - 4180 0.62 -- ---

C. CHANGE IN PROMOTERS’ SHAREHOLDING (PLEASE SPECIFY, IF THERE IS NO CHANGE): THERE IS NO CHANGE IN PROMOTERS’ SHAREHOLDING

Sl. No.

Particulars Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares


No. of shares


At the beginning of the year 0 0 0 0Date wise Increase / Decrease in Promoters Share holding during the year specifying for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

0 0 0 0

At the end of the year 0 0 0 0

D. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRs AND ADRs):

Sl. No.

Name Shareholding at the beginning of the year


No. of shares


No. of shares


1 Vanita Ashok JainAt the beginning of the year 50000 7.50 50000 7.50Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

0 0 0 0

At the End of the year ( or on the date of separation, if separated during the year)

50000 7.50 50000 7.50

Sl. No.



No. of shares


No. of shares


2 RaichandBrijlalaKunkulolAt the beginning of the year 35000 5.25 35000 5.25Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

0 0 0 0


35000 5.25 35000 5.25

Sl. No.



No. of shares


No. of shares


3 Ratnakar ManikraoGutteAt the beginning of the year 25000 3.75 25000 3.75Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

0 0 0 0


25000 3.75 25000 3.75

Sl. No.



No. of shares


No. of shares


4 Sudamati Ratnakar GutteAt the beginning of the year 25000 3.75 25000 3.75Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

0 0 0 0


25000 3.75 25000 3.75

Sl. No.



No. of shares


No. of shares


5 Shailesh Suresh JainAt the beginning of the year 25000 3.75 25000 3.75Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

0 0 0 0


25000 3.75 25000 3.75

Sl. No.



No. of shares


No. of shares


6 Sushil Narayandas AgrawalAt the beginning of the year 17000 2.55 17000 2.55Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

0 0 0 0


17000 2.55 17000 2.55

Sl. No.



No. of shares


No. of shares


7 Yogesh Rameshchandra AgrawalAt the beginning of the year 14500 2.18 14500 2.18Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

0 0 0 0

At the End of the year ( or on the date of 14500 2.18 14500 2.18

separation, if separated during the year)

Sl. No.



No. of shares


No. of shares

% of total shares of the

company8 NarayandasMangilal Agrawal

At the beginning of the year 12500 1.88 12500 1.88Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

0 0 0 0


12500 1.88 12500 1.88

Sl. No.



No. of shares


No. of shares


company9 PrabhavatiRameshchandra Agrawal


0 0 0 0


12500 1.88 12500 1.88

Sl. No.



No. of shares


No. of shares


company10 Ravi Chaitanya Varma


0 0 0 0


12500 1.88 12500 1.88

E. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

E. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Sl. No.



No. of shares


company

No. of shares


company1 Pradnyatai Gopinathrao Munde

At the beginning of the year 19000 2.85 19000 2.85Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

0 0 0 0

At the end of the year 19000 2.85 19000 2.85

Sl. No.



No. of shares


company

No. of shares


company2 Shri. Pralahad H. Panhale


0 0 0 0


Sl. No.



No. of shares


company

No. of shares


company3 Vasantrao B. Dahiphale


0 0 0 0


Sl. No.



No. of shares


company

No. of shares


company4 Suresh D. Lahane

At the beginning of the year 6000 0.90 6000 0.90Date wise Increase / Decrease in Share holding 0 0 0 0

during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the end of the year 6000 0.90 6000 0.90

Sl. No.



No. of shares


company

No. of shares


company5 Ravikant B. Ausekar


0 0 0 0


Sl. No.



No. of shares


company

No. of shares


company6 Ganesh N. Hake


0 0 0 0


Sl. No.



No. of shares


company

No. of shares


company7 Kishanrao N. Bhandare


0 0 0 0


Sl. No.



No. of shares


company

No. of shares


company8 Jayprakash S. Halkude


0 0 0 0


Sl. No.



No. of shares


company

No. of shares


company9 Kashiram G. Patil


0 0 0 0


Sl. No.



No. of shares


company

No. of shares


company10 Navnath G. Bhosle

At the beginning of the year 0 0 0 0Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

0 0 0 0


Sl. No.



No. of shares


company

No. of shares


company11 Achyut RanganathraoGangane


0 0 0 0


Sl. No.



No. of shares


company

No. of shares


company12 Pravin ShivajiraoGhuge


0 0 0 0


Sl. No.



No. of shares


company

No. of shares


company13 Ganesh Shivajirao Karhad


0 0 0 0


Sl. No.



No. of shares


company

No. of shares


company14 Mr. Suresh BapuraoKendre- CFO


0 0 0 0


Sl. No.



No. of shares


company

No. of shares


company15 Mr. Ganesh Ratnappa Chillarge - CS


0 0 0 0


V. INDEBTEDNESS: Indebtedness of the Company including interest outstanding/accrued but not due for payment:

Particulars Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

72,95,57,71469,31,87126,68,394

5,34,49,842----

------

78,30,07,55669,31,87126,68,394

Total (i+ii+iii) 73,91,57,979 5,34,49,842 -- 79,26,07,821Change in Indebtedness during the financial yeari) Additionii) Reduction

90,59,26,10064,02,49,974

--57,37,970

----

90,59,26,10064,59,87,944

Net Change 26,56,76,126 57,37,970 -- 25,99,38,156Indebtedness at the end of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not due.

98,09,95,14226,51,199

2,11,87,764

4,77,11,872----

------

1,02,87,07,01426,51,199

2,11,87,764Total (i+ii+iii) 10,04,80,34,105 4,77,11,872 -- 1,05,25,45,977

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:A. Remuneration to Managing Director, Whole Time Director and/or Manager:

Sl. No.

Particulars of Remuneration Smt. PradnyaGopinathraoMunde

, Managing Director(DIN 01868796)

Total Amount

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

--

--

--

--

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 -- --

2 Stock Option -- --3 Sweat Equity -- --4 Commission:

- as % of profit - others, specify…

----

----

5 Others,Sitting fees and other allowances

-- --

Total (A) -- --Ceiling as per the Act 30,00,000 30,00,000

B. Remuneration to Other Director:

Sl. No.

Particulars of Remuneration Name of Director Total Amount

1. Independent Directors Fee for attending board / committee meetings

Commission Others, please specify

Rajesh S.PawarPravin S. Ghuge

30004000

----

Total (1) 70002. Other Non-Executive Directors

Fees for attaining Board/ Committee meeting

Commission Others, please specify

(Telephone Bill, Diesel, Other allowances )

Kishanrao N BhandareVasantrao B. DahiphaleKashiram G. PatilPralahad H. PanhaleSuresh D. LahaneRavikant B. AusekarGanesh N. HakeJayprakash S. HalkudeNavnath G. BhosleAchuyat R. Gangane

Kishanrao N BhandareVasantrao B. DahiphaleKashiram G. Patil

1100011000110004000

10000110004000

110001100010000

--23642839623832

Total (2) 3,38,222Total (B) = (1)+(2) 3,45,222Total Managerial Remuneration 3,45,222Overall Ceiling as per the Act. 30,00,000

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD:

Sl .No. Particulars of Remuneration Key Managerial PersonCEO CS CFO Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

--

--

75,000

--

5,63,640

--

6,38,640

--

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

-- ----

--

2 Stock Option -- -- -- --3 Sweat Equity -- -- -- --4 Commission:

- as % of profit - others, specify…

----

----

----

----

Others, please Specify -- -- -- --Total -- 75,000 5,63,640 6,38,640

VII. PENALTIES/ PUNISHMENTS/ COMPOUNDING OF OFFENCES:

Type Section of Companies

Act

Brief Description

Details of Penalty/Punishment / Compounding

fees imposed

Authority (RD/ NCLT/

COURT)

Appeal Made, if any(Give details)

A. COMPANYPenalty NA NA NA NA NAPunishment NA NA NA NA NACompounding NA NA NA NA NAB. DIRECTORSPenalty NA NA NA NA NAPunishment NA NA NA NA NACompounding NA NA NA NA NAC. OTHER OFFICERS IN DEFAULTPenalty NA NA NA NA NAPunishment NA NA NA NA NACompounding NA NA NA NA NA


(Pradnya Gopinathrao Munde)Chairman & Managing Director (DIN 01868796 )


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