.Dear shareholders/
Your Directors present herewith the 9th Annual Report on the business
& operations of the Company along with the Audited Statement of Accounts for the
financial year ended 31st March, 2023.
1. FINANCIAL RESULTS
(H in lakhs)


  

    

    
Year ended 31st March, 2023
    
Year ended 31st March, 2022
  
  

    
Revenue from Operations (Gross)
    

    
2,79,801.49
    

    
2,74,365.91
  
  

    
Profit before Finance Costs, Tax, Depreciation and Amortization
    

    
26,402.50
    

    
30,693.09
  
  

    
Less: Depreciation & Amortization Expenses
    
5,111.96
    

    
5,128.49
    

  
  

    
Finance costs
    
6,930.62
    

    
8,842.41
    

  
  

    
Profit/ (Loss) Before Tax
    

    
14359.92
    

    
16,722.19
  
  

    
Less: Provision for Tax
    

    
4335.98
    

    
4281.26
  
  

    
Profit/ (Loss) After Tax:
    

    
10,023.94
    

    
12,440.93
  


2. OPERATING PERFORMANCE
A detailed analysis of the Company's operations, future expectations
and business environment has been given in the Management Discussion & Analysis Report
which is made an integral part of this Report and marked as "Annexure A".
3. FINANCIAL PERFORMANCE 2022-23
The Company recorded Total Revenue of H2,80,726.97 Lakhs (including
other income aggregating to H925.48 Lakhs during the financial year ended 31st March,
2023. The Revenue from Operations (Gross) of the Company for the year 2022-23 stood at
2,79,801.49 Lakhs. The Profit before Finance Costs, Tax, Depreciation and Amortisation for
the year under review stood at H26,402.50 representing 9.41% of the total revenue.
There is no change in the nature of business of the Company. There were
no significant or material orders passed by regulators, courts or tribunals impacting the
Company's operation in future.
There were no material changes and commitments affecting the financial
position of the Company which have occurred
between the end of the financial year i.e. 31st March 2023 and date of
this report.
4. DIVIDEND
In terms of Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Board of the Company has adopted a Dividend Distribution Policy,
that balances the dual objectives of appropriately rewarding Members through dividends and
retaining capital, in order to maintain a healthy capital adequacy ratio to support long
term growth of your Company. There has been no change in this policy during the year under
review This policy is also available on the website of the Company and can be accessed at
the weblink - http://www.birla-sugar. com/Assets/Avadh/Avadh%20Sugar%20-%20Dividen%20 Distribution%20Policy.pdf


Consistent with this policy, your Board has recommended a dividend of
H10 /- on Equity Shares (100 %) for the financial year 2022-23 to the Members of your
Company. The proposal is subject to the approval of the Members at the 9th Annual General
Meeting (AGM) of your Company scheduled to be
held on July 26, 2023. The dividend will entail a cash outflow of
H2001.84 lakhs (previous year H2001.84 lakhs).
As permitted under the provisions of the Companies Act, 2013, the Board
does not propose to transfer any amount to
General Reserve
5. PUBLIC DEPOSITS
During the year, the Company has not accepted any deposits from the
public under Chapter V of the Companies Act, 2013. There was no public deposit outstanding
as at the beginning and end of the financial year 2022-23.
6. SHARE CAPITAL
The Authorized Share Capital of the Company stood at
H170,05,00,000/-(Rupees One hundred seventy crore and five lakhs) divided into 5,60,50,000
(Five crore sixty lacs fifty thousand) Equity Shares of H10/- (Rupees ten) each;
8.00. 00.000 (Eight crore) Preference Shares of H10/- and
34.00. 000 (Thirty-four lacs) Preference Shares of H100/- each and
there is no change in the authorised capital.
The Issued and Subscribed Share Capital of your Company, as on 31st
March, 2023, stands at H20,01,84,200/- divided into
2.00. 18.420 Equity Shares of H10/- each.
7. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
The Company does not have any subsidiary company or any associate
company or any joint venture with any person. However, the Company has in place a policy
for determining material subsidiaries in line with the requirement of the Listing
Regulations as amended from time to time. The said Policy is being disclosed on the
Company's website at the weblink
http://birla-sugar.com/Assets/Avadh/Avadh-Sugar- Policy-for-Determining-Material-Subsidiaries.pdf


8. CREDIT RATING
India Ratings and Research - a Credit Rating Agency, has assigned the
Credit Rating IND A with respect to long-term bank facilities whereas short-term bank
facilities rating has been assigned rating of IND A1.
9. HUMAN RESOURCES
The Company continued to create a productive, learning and caring
environment by implementing robust and comprehensive HR processes, fair transparent
performance evaluation and taking new initiatives to further align its Human Resource
policies to meet the growing needs of its business.
10. DIRECTORS
The Board of Directors comprises of seven Non-Executive Directors
having experience in varied fields and a Whole time Director. Out of seven Non-Executive
Directors, five of them are Independent Directors and other two directors are Promoter
Directors. Mrs Nandini Nopany is the Chairperson of the Company and Mr Chandra Shekhar
Nopany is CoChairperson of the Company.
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation
25 of SEBI (LODR) Regulations, 2015.
The Board of Directors is of the opinion that the Independent Directors
are persons of integrity with high level of ethical standards, they possess requisite
expertise and experience for appointment as Independent Director of the Company. All the
Independent Directors are exempt from the requirement to undertake online proficiency
self-assessment test conducted by the Indian Institute of Corporate Affairs.
Mrs. Nandini Nopany will retire by rotation at the ensuing Annual
General Meeting and being eligible has offered herself for re-appointment as Director of
the Company.
Other information on the Directors including required particulars of
Director retiring by rotation is provided in the Notice convening the Annual General
Meeting.
In pursuance of the provisions of the Companies Act, 2013 and according
to Regulation 25(3) of the Listing Regulations, the Performance Evaluation Criteria has
been laid down for effective evaluation of performance of the Board of Directors, the
Committees thereof and individual Directors including the Chairperson of the Company.
After detailed discussion at Board level as well as taking input from each Director,
Nomination and Remuneration Committee finalized the format / questionnaires containing
various parameters to evaluate the performance of Board and its committee(s), Individual
Directors and Chairperson of the Company. The performance evaluation parameters are based
on their roles and responsibilities, contribution to the Company's goals, decision making
process, flow of information and various other aspects. The evaluation of performance of
the Board as a whole, Committees of the Board, Individual Directors including the
Chairperson of the Company was carried out for the Financial Year 2022-23. Nomination and
Remuneration Committee evaluated the performance of the individual Director.
The Independent Directors in their separate meeting held on 17th March,
2023 carried out the evaluation of the Board of Directors as a whole, Chairperson of the
Company and Non-Independent Directors. The evaluation of Independent Directors was carried
out without the presence of concerned Director.
The Chairperson of Nomination and Remuneration Committee has submitted
report of the respective evaluations to the Chairperson of the Company. Based on the
questionnaires received from the Directors and considering the reports of Chairperson of
Nomination and Remuneration Committee, the Board has evaluated its own performance and
that of its committees and individual directors including independent directors.
A certificate obtained by the Company from a company secretary in
practice, confirming that none of the Directors on the Board of Directors of the Company
have been debarred or disqualified from being appointed or continuing as director of
companies by the Securities and Exchange Board of India /Ministry of Corporate Affairs or
any such statutory authority, is enclosed as "Annexure E" to this Report.
11. KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel of the Company as on 31st March, 2023 are
as under:
a) Mr. Devendra Kumar Sharma, Whole time Director
b) Mr. Dilip Patodia, Chief Financial Officer
c) Mr Devinder Kumar Jain, Company Secretary
All Directors, Key Managerial Personnel and Senior Management of the
Company have confirmed compliance with the Code of Conduct applicable to Directors &
employees of the Company and a declaration to the said effect by the Whole-time Director
is made part of Corporate Governance Report which forms part of this report. There has
been no change in this policy during the year under review. The Code is available on the
Company's website at the weblink
http://birla-sugar.com/Assets/Avadh/Avadh- Sugar-Code-of-Conduct.pdf All Directors
have confirmed compliance with the provisions of Section 164 of the Companies Act, 2013.

12. FAMILIARISATION PROGRAMME
Periodic presentations are made at the Board Meetings, business,
performance updates & business strategy of the Company. The details of the
familiarisation programme (other than through meeting of Board and its Committees)
imparted to Independent Director are uploaded on the website of the Company and available
at the weblink-http:// www.birla-sugar.com/Assets/Avadh/Familiarisation%20 Programme.pdf
13. REMUNERATION POLICY
In pursuance of the provisions of Section 178 of the Companies Act,
2013 and Listing Regulations, the Company has formulated a Remuneration Policy. There has
been no change in this policy during the year under review and a copy of the said Policy
is available at the website of the Company at the weblink
http://www.birla-sugar.com/Assets/Avadh/ ASEL-Nomination-and-Remuneration-Policy.pdf


The Remuneration Policy, inter-alia, includes the appointment criterion
& qualification requirements, process for appointment & removal, retirement policy
and remuneration structure & components, etc. of the Directors, Key Managerial
Personnel (KMP) and other senior management personnel of the Company. As per the
Remuneration Policy, a person proposed to be appointed as Director, KMP or other senior
management personnel should be a person of integrity with high level of ethical standards.
In case of appointment as an independent director, the person should fulfil the criteria
of independence prescribed under the Companies Act, 2013, rules framed thereunder and the
Listing Regulations. The Remuneration Policy also contains provisions about the payment of
fixed & variable components of remuneration to the Whole-time Director and payment of
sitting fee & commission to the non-executive directors.
14. CORPORATE SOCIAL RESPONSIBILITY POLICY
Your Company believes in long term strategy to contribute to the
well-being and development of the society especially the rural population around its
plants at Hargaon, Hata, Rosa & Seohara . As part of its CSR initiatives, the Company
is working mainly in the areas of imparting School Education, Technical & Vocational
Education, Rural Development, Community Healthcare etc. This multi-pronged CSR approach is
showing notable improvement in the quality of life of rural population. The Company
continues to spend to support local initiatives to improve infrastructure as well as
support in other corporate social responsibilities. The CSR Policy as approved by the
Board is available on Company's weblink
http://birla-sugar.com/Assets/Avadh/Avadh-Sugar- CSR-Policy.pdf There has been no change in
this policy during the year under review.

The composition and terms of reference of Corporate Social
Responsibility Committee are given in the Corporate Governance Report. The Annual Report
on CSR activities (including the details of the development and implementation of the
Corporate Social Responsibility Policy) as prescribed under Section 135 of the Companies
Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 is
attached as "Annexure I" to this Report.
For the purpose of Section 135 of the Companies Act, 2013, the amount
equivalent to 2% of the average net profits of the Company made during the immediately
preceding
three financial years works out to H255.34 lakhs. As against this, the
Company had spent H256.71 lakhs on CSR projects / programs during the Financial Year
2022-23.
15. BOARD MEETINGS
A calendar of Meeting is prepared and circulated in advance to the
Directors. The Board evaluates all the decisions on a collective consensus basis amongst
the Directors. During the financial year ended 31st March 2023, 6 (six) Meetings of the
Board of Directors of the Company were held. The details of the Board Meetings held during
the year under review are given in the Corporate Governance Report forming a part of this
Annual Report. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013 and the Listing Regulations.
The Company has complied with the applicable Secretarial Standards
prescribed under Section 118(10) of the Companies Act, 2013.
18. INTERNAL COMPLAINTS COMMITTEE
An Internal Complaints Committee was constituted by the Company in
terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Act aims at protecting women's right to gender equality, life and liberty
at workplace to encourage women participation at work. The Committee meets all the
criteria including its composition mentioned in the Act and relevant Rules. No complaint
has been received by the Committee during the year under review.
19. LOANS, GUARANTEE AND INVESTMENTS
It is the Company's policy not to give any loans, directly or
indirectly, to any person (other than to employees under contractual obligations) or to
other body corporate or person. In compliance with section 186 of the Companies Act, 2013,
loans to employees bear applicable interest rates. During the year under review, the
Company has not made any investment in securities of other body corporate. The details of
Investments, Loans and Guarantees covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements.
20. RELATED PARTY CONTRACTS / ARRANGEMENTS
All Related Party Transactions entered during the year were on arm's
length basis and in the ordinary course of business. There have been no
materially-significant related party transactions made by the Company with the Promoters,
the Directors or the Key Managerial Personnel which may be in conflict with the interests
of the Company at large. Accordingly, disclosure of contracts or arrangements with Related
Parties as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is
not applicable.
The Policy on Related Party Transactions as approved by the Board can
be accessed on the Company's website at following web-link
http://www.birla-sugar.com/Assets/ AvadlVAvadh-Sugar-Related-Party-Transaction-Policy-.pdf


The details of related party transactions are set out in the notes to
the financial statements.
21. RISK MANAGEMENT
In line with the regulatory requirements, the Company has formally
framed Risk Management Policy to identify and assess the key risk areas, monitor and
report the compliance and effectiveness of the same. A Risk Management Committee, has been
constituted comprising of two Independent Directors, Whole time Director, Chief Financial
Officer and the Group President to oversee the risk management process in the Company with
an objective to review the major risks which effect the Company from both the external and
the internal environment perspective. Appropriate actions have been initiated to either
mitigate, partially mitigate, transfer or accept the risk (if need be) and monitor the
risks on a regular basis. The details of the terms of reference, number and date of
meeting, attendance of director and remuneration paid to them are separately provided in
the Corporate Governance Report.
22. INTERNAL FINANCIAL CONTROLS
The Company has laid down internal financial control's, through a
combination of Entity level controls, Process level controls and IT General controls
inter-alia to ensure orderly and efficient conduct of business, including adherence to the
Company's policies and procedures, accuracy and completeness of accounting records and
timely preparation and reporting of reliable financial statements/information,
safeguarding of assets, prevention and detection of frauds and errors. There is a proper
system to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively. The directors confirm that, for the
preparation of financial statements for the financial year ended March 31, 2023, the
applicable Accounting Standards have been followed and the internal financial controls are
generally found to be adequate and were operating effectively & that no significant
deficiencies were noticed.
23. WHISTLE BLOWER / VIGIL MECHANISM
The Company has established a vigil mechanism and adopted whistle
blower policy, pursuant to which whistle blowers can report concerns about unethical
behaviour, actual or suspected fraud or violation of the Company's code of conduct
policy.The mechanism provides adequate safeguards against victimisation of persons who use
this mechanism. The brief detail about this mechanism may be accessed on the Company's
website at the weblink

http://www.birla-sugar.com/Assets/Avadh/Avadh-Sugar-
Whistle-Blower-Policy.pdf

24. CORPORATE GOVERNANCE & ANNUAL RETURN
Your Directors strive to maintain highest standards of Corporate
Governance. The Corporate Governance Report for the Financial Year 2022-23 is attached as
"Annexure B" to this Report. All the Directors of the Company and senior
management personnel have confirmed the compliance of Code of Conduct of the Company. The
declaration of the Whole-time Director confirming compliance with the 'Code of Conduct' of
the Company is enclosed as "Annexure C” to this Report and Auditor's Certificate confirming compliance with
the conditions of Corporate Governance is enclosed as "Annexure D” to this Report

25. RESEARCH & DEVELOPMENT
During the year under review the Company has undertaken Research &
Development initiatives with an intention to improve the sugar recovery ratio and to
educate the cane growers to cultivate improved variety of sugarcane and to otherwise
increase the sucrose contents in their produce.
26. AUDITORS, AUDIT QUALIFICATIONS AND BOARD'S EXPLANATIONS
STATUTORY AUDITORS
The shareholders of the Company, at the AGM held on July 20, 2022, had
appointed Messrs S R Batliboi & Co LLP, Chartered Accountants, (Firm Registration No.
301003E/ E300005), as Auditors of the Company to hold office for a term of 5 (five)
consecutive years from the conclusion of the Eighth AGM of the Company held on July 20,
2022 till the conclusion of the Thirteenth AGM of the Company.
The Notes to the Financial Statements read with the Auditor's Reports
are self-explanatory and therefore, do not call for further comments or explanations.
There has been no qualification, reservation, adverse remark or disclaimer in the
Auditor's Reports.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with The
Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records
maintained by the Company in respect of its Sugar activity is required to be audited. Your
Directors have, on the recommendation of the Audit Committee, appointed Mr Somnath
Mukherjee, Cost Accountant, as the Cost Auditor to audit the cost accounts of the Company
for the financial year 2023-24. As required under the Companies Act, 2013, the
remuneration payable to the cost auditor is required to be placed before the Members in a
general meeting for their ratification.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your
Company had appointed Messrs Vinod Kothari & Co., Practising Company Secretaries to
undertake the Secretarial Audit of the Company for the financial year 202223. The
Secretarial Audit Report is annexed herewith as "Annexure F" and which is
self-explanatory.
There has been no qualification, reservation, observation, disclaimer
or adverse remark in the Secretarial Audit Report.
During the year, the auditors, the secretarial auditors and cost
auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013 and
the Companies (Audit and Auditors) Rules, 2014.
27. INVESTOR EDUCATION AND PROTECTION FUND
The provisions pertaining to Investor Education and Protection Fund
(Uploading of Information regarding unpaid and unclaimed amounts lying with Companies)
Rules, 2012, the Company are not applicable to your company.
28. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The requisite information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is
annexed herewith as "Annexure G".
29. PARTICULARS OF EMPLOYEES
The human resource is an important asset which has played pivotal role
in the performance and growth of the Company over the years. Your Company maintains very
healthy work environment and the employees are motivated to contribute their best in the
working of the Company. The information required to be disclosed in pursuance of Section
197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure H” to this Report and forms an integral
part of this Report.

30. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. that in the preparation of the annual financial statements for the
year ended March 31, 2023, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in Note 3 of the Notes to
the Financial Statements have been selected and applied consistently and judgement and
estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2023 and of the profit or loss
of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. that the annual financial statements have been prepared on a going
concern basis;
e. that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
31. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
In pursuance of the provisions of the Listing Regulations,
the Business Responsibility & Sustainability Report for the
financial year 2022-23 describing the initiatives taken by the Company
from environmental, social and governance perspective forms part of the Annual Report.
32. CEO/CFO CERTIFICATION
Mr. Devendra Kumar Sharma, the Whole time Director and Mr. Dilip
Patodia, Chief Financial Officer have submitted certificates to the Board as contemplated
under Regulation 17(8) of the SEBI (LODR) Regulations, 2015.
33. ACKNOWLEDGEMENT
Your Directors take this opportunity of recording their appreciation of
the shareholders, financial institutions, bankers, suppliers and cane growers for
extending their support to the Company. Your Directors are also grateful to various
ministries in the Central Government and State Governments of Uttar Pradesh, the Sugar
Directorate and the Sugar Development Fund for their continued support to the Company. The
Board of Directors also convey its sincere appreciation of the commitment and dedication
of the employees at all levels.


  

    

    
For and on behalf of the Board
  
  

    

    
Chandra Shekhar Nopany
  
  

    
Place : Kolkata
    
Co-Chairperson
  
  

    
Date : 8th May, 2023
    
DIN - 00014587