Compressed

SIR SHADI LAL ENTERPRISES LTD.
SHAMLI-247776, DISTT SHAMLI (U.P) + TEL : (01398) 250064, 250082 # FAX : 01398-250032 4 E-muail : udsm_shamli@sirshadilal.com
CIN : L51909UP1933PLC146675
To
Date: (01.09.2023
The Department of Corporate Affairs
The BSE Limited
25Th Floor PJ Towers,
Dalal Street, Mumbai -400001, India
Sir Shadi Lal Enterprises Limited — Scrip Code- 532879
Sub: Notice of 89th Annual General Meeting and Annual Report

for the year ended 3 1st March, 2023
(‘AGM’) of the Company
Dear Sir,
Please find attached herewith the Notice of the 89th Annual General
Meeting ("AGM") of the Company
along with the Annual Report for the year ended 3 Ist March, 2023
in terms of Regulations 30 and 34 of
the SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015.
This is to inform you that the 89th Annual General Meeting (‘AGM’
) of the Members of the Company is
scheduled to be held on Monday, 25th September, 2023 at 11.00
A.M. (IST) through Video Conferencing
("VC") / Other Audio Visual Means (*OAVM’) in accordance
with the General Circular Nos. 14/2020
dated 8th April, 2020, 17/2020 dated 13th April, 2020, 20/2020 dated Sth May, 2020,
10/2022 dated 28th December, 2022, issued by the Ministry
thelatest being
of Corporate Affairs ("MCA") and Circular
No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated Sth January, 2023,
issued by the Securities and Exchange
Board of India (SEBI).
In compliance with the above-mentioned circulars, the Notice of the

AGM and Annual Report inter alia,
containing the Financial Statements and other statutory reports for
the year ended March 31, 2023, has
been sent electronically to all the Members of the Company whose
email addresses are registered with the
Company/Depository Participant(s). The Notice of the AGM and Annual
Report for the Financial Year
2022-23 will also be available on the Company's website at www sirshad
ilal.com.
the details such as manner of (i) registering / updating email addresses, (ii) casting vote through e- voting
and (iii) attending the AGM through VC / OAVM has been set out in the Notice of the AGM. The
Register of Members and Share Transfer Books of the Company will remain closed from Tuesday,
September 19, 2023, to Monday, September 25, 2023 (both days inclusive) for the purpose of the AGM.
Further, the Company has fixed Monday, September 18, 2023, as the
Cut-off date for reckoning the
voting rights of the members.
This is for your kind information and Record

Thanking You,
Yours Faithfully
For §r Shadi Lal Enterprises Limited
(Ajey Kumar Jain)

Company Secretary
FCS:5826
UNIT : UPPER DOAB SUGAR MILLS + SHAMLI DISTILLERY & CHEMICAL WORKS
REGD. OFFICE : UPPER DOAB SUGAR MILLS, SHAMLI - 247778 DISTT. SHAMLI (U.P.)
NOIDA OFFICE : WIT TOWER-B, FLAT NO. 720-A, C-1, SECTOR-16, NOIDA-201301 (U.P.
89th
88th
2022-2023
SIR SHADI LAL ENTERPRISES LIMITED
BOARD OF DIRECTOR’S : Shri Udit Pat Singhania – Non Executive Independent Director
(Chairman w.e.f 18.08.2023) (DIN No. 07984594)
Shri Rajat Lal – Managing Director (DIN No. 00112489)
Shri Vivek Viswanathan – Joint Managing Director
(DIN No. 00141053)
Shri Rahul Lal – Joint Managing Director (DIN No. 06575738)
Shri Ravi Malhotra – Non Executive Independent Director
(DIN No. 08811471)
Shri Tanmay Sharma – Non Executive Independent Director
(DIN No. 08811485)
Mrs. Radhika Viswanathan Hoon – Non Executive Director
(DIN No. 06436444)
Shri Neeraj Gupta – Non Executive Director
(DIN No. 00317395)
BANKERS : Punjab National Bank
Zila Sahkari Bank Ltd.
AUDITORS : M/S Basant Ram & Sons
A-18 Murli Marg, Nizamuddin East
New Delhi – 110 013
REGISTERED OFFICE : Upper Doab Sugar Mills,
Shamli – 247 776 (U.P.)
MANUFACTURING UNITS : Upper Doab Sugar Mills,

Shamli – 247 776 (U.P.)
Shamli Distillery & Chemical Works,

Shamli – 247 776 (U.P.)
1

(Corporate Identity No. L51909UP1933PLC146675)
Regd. Office: UPPER DOAB SUGAR MILL SHAMLI UP 247776
Ph.: 01398-250064 Fax: 01398-250032 Email Id: udsm_shamli@sirshadilal.com Website: www.sirshadilal.com
NOTICE FOR THE 89TH ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE 89TH ANNUAL 6. To consider and, if thought fit, to pass, with or without
GENERAL MEETING OF SIR SHADI LAL ENTERPRISES modification(s), the following resolution as an Ordinary
LIMITED WILL BE HELD THROUGH VIDEO Resolution:
CONFERENCING OR OTHER AUDIO VISUAL MEANS “RESOLVED THAT permission of shareholders is accorded
ON MONDAY, SEPTEMBER 25, 2023 AT 11.00 A.M. TO to ratify & approve the appointment of Sh. Udit Pat Singhania,
TRANSACT THE FOLLOWING BUSINESS: Independent Director of the Company as Chairman of the Board
of Directors with effect from 18.08.2023 and he shall remain as
ORDINARY BUSINESS:
Chairman unless otherwise decided by the Board of Directors.”
1. To receive, consider and adopt the Audited Financial Statements “RESOLVED FURTHER that Sh. Rajat Lal, Managing Director
as at 31st March 2023, Statement of Profit and Loss account of the Company be and is hereby authorized to do all acts and
for the year ended on that date together with the Reports of the take all such steps as may be necessary, proper or expedient to
Board of Directors and Auditors thereon. give effect to this resolution”.
2. To appoint a Director in place of Mr. Vivek Viswanathan, 7. To consider and, if thought fit, to pass, with or without
(DIN: 00141053) who retires by rotation and being eligible, modification(s), the following resolution as an Ordinary
offers himself for re-appointment. Resolution:
3. To appoint a Director in place of Mrs. Radhika Viswanathan “RESOLVED THAT pursuant to the provisions of Section 177
Hoon, (DIN: 06436444 ) who retires by rotation and being of the Companies Act, 2013 read with Regulation 18 and Part
eligible, offers herself for re-appointment C of Schedule II of SEBI (LODR) Regulation, 2015), consent
of the members be & is hereby accorded to ratify & approve
SPECIAL BUSINESS: the reconstitution of Audit Committee of the Company w.e.f.
4. To consider and, if thought fit, to pass, with or without 18.08.2023 as follows:
modification(s), the following resolution as an Ordinary COMPOSITION
Resolution: Minimum 3 directors with majority Independent Further provided
“RESOLVED THAT pursuant to the provisions of Section 148 that majority including its Chairman shall be persons with ability to
and all other applicable provisions of the Companies Act, 2013 read and understand the financial statement.
and the Companies (Audit and Auditors) Rules, 2014 (including The Audit Committee shall consist of the following members namely:
any statutory modification(s) or re-enactment thereof, for the
Sr. Name of Committee Member Position
time being in force), payment of remuneration as set out in the
Statement annexed to the Notice convening this Meeting to Mr. 1. Mr. Udit Pat Singhania Chairman
Rishi Mohan Bansal, Cost Auditors who was appointed by the 2. Mr. Tanmay Sharma Member
Board of Directors of the Company on the recommendation of
3. Mr. Neeraj Gupta Member
the Audit Committee to conduct the audit of the cost records of
the Company for the financial year ending 31st March, 2024 “RESOLVED FURTHER THAT Mr. Rajat Lal Managing Director
be and is hereby ratified and approved.” of the company be and is hereby authorized to sign, submit and
“RESOLVED FURTHER that Sh. Rajat Lal, Managing Director execute the Agreement and other required applications, letters,
of the Company be and is hereby authorized to do all acts and documents, deeds and writings and do all such acts, deeds and
take all such steps as may be necessary, proper or expedient to things as may be required in this regard to implement and give
give effect to this resolution”. effect to this resolution.”
5. To consider and, if thought fit, to pass, with or without 8. To consider and, if thought fit, to pass, with or without
modification(s), the following resolution as a Special modification(s), the following resolution as an Ordinary
Resolution:
Resolution:
“RESOLVED that pursuant to section 188 and other applicable
“RESOLVED THAT pursuant to the provisions Section 135 of
provisions of the Companies Act, 2013 if any and regulation
Companies Act, 2013 read with Regulation 21 of SEBI (LODR)
23 of the SEBI (LODR) Regulations 2015, consent of the
Regulation, 2015), consent of the members be & is hereby accorded to
members of the Company be & is hereby accorded for related
ratify & approve the reconstitution of Corporate Social Responsibility
party transactions made by the Company with the Directors,
Committee of the Company w.e.f. 18.08.2023 as follows:
Promoters and other related party at arm length Basis in the
ordinary Course of Business to the extent as decided by the COMPOSITION
Board of Directors.” The Corporate Social Responsibility (CSR) Committee shall
2
consist of the following members namely: shall be counted for the purpose of reckoning the quorum under
Section 103 of the Act.
2. During the AGM, Members may access the scanned copy of
1. Mr. Udit Pat Singhania Chairman Register of Directors and Key Managerial Personnel and their
2. Mr. Vivek Viswanathan Member shareholding maintained under Section 170 of the Act, the
Register of contracts or arrangements in which Directors are
3. Mr. Rahul Lal Member
interested under Section 189 of the Act.
“RESOLVED FURTHER THAT Mr. Rajat Lal Managing Director 3. Pursuant to the provisions of Section 108 of the Companies
of the company be and is hereby authorized to sign, submit and Act, 2013 read with Rule 20 of the Companies (Management
execute the Agreement and other required applications, letters, and Administration) Rules, 2014 (as amended) and Regulation
documents, deeds and writings and do all such acts, deeds and things 44 of SEBI (Listing Obligations & Disclosure Requirements)
as may be required in this regard to implement and give effect to Regulations 2015 (as amended) and MCA Circulars dated April
this resolution.” 08, 2020, April 13, 2020 and May 05, 2020, the Company is
providing facility of remote e-voting to its Members in respect
of the business to be transacted at the AGM. For this purpose,
the Company has entered into an agreement with National
By order of the Board Securities Depository Ltd (NSDL) for facilitating voting
Ajay Kumar Jain through electronic means, as the authorized e-Voting’s agency.
Place : Shamli Company Secretary The facility of casting votes by a member using remote e-voting
Dated : 29th July, 2023 FCS-5826 as well as the e-voting system on the date of the AGM will be
provided by NSDL.
NOTES:
4. The Members can join the AGM in the VC/OAVM mode
GENERAL INSTRUCTIONS FOR ACCESSING AND 30 minutes before and after the scheduled time of the
PARTICIPATING IN THE 89th AGM THROUGH VC/OAVM commencement of the Meeting by following the procedure
FACILITY AND VOTING THROUGH ELECTRONIC MEANS
mentioned in the Notice. The facility of participation at the
INCLUDING REMOTE E-VOTING:
AGM through VC/OAVM will be made available to at least
In view of the continuing COVID-19 pandemic, the Ministry of 1000 members on first come first served basis. This will not
Corporate Affairs (“MCA”) has vide its circular nos. 14/2020, include large Shareholders (Shareholders holding 2% or more
17/2020, 20/2020, 02/2021 02/2022 dated April 8, 2020, April 13, shareholding), Promoters, Institutional Investors, Directors,
2020, May 5, 2020, December 14, 2021, January 13, 2021 May Key Managerial Personnel, the Chairman of the Audit
05/2022 and subsquent circulars issued in this regard, the latest being Committee, Nomination and Remuneration Committee and
10/2022 dated December 28, 2022 respectively (“MCA Circulars”), Stakeholders Relationship Committee, Auditors etc. who are
permitted the holding of AGM through Video Conferencing (‘VC’) allowed to attend the AGM without restriction on account of
/ Other Audio Visual Means (‘OAVM’) facility without the physical first come first served basis.
presence of the Members at a common venue. In compliance with
the provisions of the Act, SEBI (Listing Obligations and Disclosure 5. In line with the Ministry of Corporate Affairs (MCA) Circular
Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and No. 17/2020 dated April 13, 2020 and circular no. 20/2020 dated
MCA Circulars, 89th AGM of the Company is being held through May 5, 2020, the Notice calling the AGM has been uploaded on
VC/OAVM facility. the website of the Company at www.sirshadilal.com. This can
also be accessed from the website of the Stock Exchange i.e.
The registered office of the Company shall be deemed to be the
venue for the AGM. BSE Limited at www.bseindia.com. The AGM Notice is also
disseminated on the website of NSDL (agency for providing
The relevant details, pursuant to Regulations 26(4) and 36(3) of
the Remote e-Voting facility and e-voting system during the
the SEBI Listing Regulations and Secretarial Standard on General
AGM) i.e. www.evotingindia.com.
Meetings issued by the Institute of Company Secretaries of India,
in respect of Director seeking re-appointment at this AGM are also 6. The Instructions to Shareholders for Remote e-Voting and
annexed to this Notice. e-Voting during AGM and for joining Meeting through VC/
OAVM is mentioned at Point No. B hereinafter.
The AGM is being held pursuant to the MCA Circulars through VC/
OAVM facility, therefore physical attendance of Members has been 7. The Instructions for Shareholders Attending the AGM Through
dispensed with. Accordingly, the facility for appointment of proxy/ VC/OAVM & E-Voting during Meeting is mentioned at Point
proxies by the Members will not be available for the AGM and hence, no. C hereinafter.
the Proxy Form and Attendance Slip and route map of the venue of 8. The process for those shareholders whose email addresses are
AGM are not annexed to this Notice. not registered with the depositories and for obtaining login
However, Corporate Members intending to authorize their credentials for e-voting for the resolutions proposed in this
representatives to attend & vote at the AGM through VC / OAVM notice is mentioned at Point no. D hereinafter.
facility on its behalf are requested to send duly certified copy of the B. THE INSTRUCTIONS TO SHAREHOLDERS FOR
relevant Board resolution. The said resolution/ authorization shall be REMOTE E-VOTING AND E-VOTING DURING AGM
sent to the Scrutinizer by email through its registered email address to AND JOINING MEETING THROUGH VC/OAVM ARE
sunil.jain.sk@gmail.com with a copy marked to cs@sirshadilal.com. AS UNDER:
1. Members attending the AGM through VC / OAVM facility (i) The voting period begins on Friday, September 22, 2023 at 09:00
Contd.....
3
Notice Contd.....
AM (IST) and ends on Sunday, September 24, 2023 at 05:00 the respective e-Voting service provider i.e. CDSL/ NSDL/
PM (IST). During this period shareholders’ of the Company, KARVY/ LINK INTIME as per information provided by Issuer
holding shares either in physical form or in dematerialized form, / Company. Additionally, we are providing links to e-Voting
as on the cut- off date Monday, September 18, 2023, may cast Service Providers, so that the user can visit the e-Voting service
their vote electronically. The e-voting module shall be disabled providers’ site directly.
by NSDL for voting thereafter. 3) If the user is not registered for Easi/Easiest, option to register
(ii) Shareholders who have already voted prior to the meeting date is available at https://web.cdslindia.com/myeasi./Registration/
would not be entitled to vote at the meeting venue. EasiRegistration
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ 4) Alternatively, the user can directly access e-Voting page by
CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of providing Demat Account Number and PAN No. from a link in
Securities and Exchange Board of India (Listing Obligations www.nsdlindia.com home page. The system will authenticate
and Disclosure Requirements) Regulations, 2015, listed the user by sending OTP on registered Mobile & Email as
entities are required to provide remote e-voting facility to recorded in the Demat Account. After successful authentication,
its shareholders, in respect of all shareholders’ resolutions. user will be provided links for the respective ESP where the
However, it has been observed that the participation by the e-Voting is in progress during or before the AGM.
public non-institutional shareholders/ retail shareholders is at
a negligible level. INDIVIDUALSHAREHOLDERSHOLDINGSECURITIES
IN DEMAT MODE WITH NSDL
Currently, there are multiple e-voting service providers (ESPs)
providing e-voting facility to listed entities in India. This 1) If you are already registered for NSDL IDeAS facility, please
necessitates registration on various ESPs and maintenance of visit the e-Services website of NSDL. Open web browser by
multiple user IDs and passwords by the shareholders. typing the following URL: https://eservices.nsdl.com either on
a Personal Computer or on a mobile. Once the home page of
In order to increase the efficiency of the voting process,
e-Services is launched, click on the “Beneficial Owner” icon
pursuant to a public consultation, it has been decided to enable
under “Login” which is available under ‘IDeAS’ section. A
e-voting to all the demat account holders, by way of a single
new screen will open. You will have to enter your User ID and
login credential, through their demat accounts/websites of
Password. After successful authentication, you will be able to
Depositories/ Depository Participants. Demat account holders
see e-Voting services. Click on “Access to e-Voting” under
would be able to cast their vote without having to register
e-Voting services and you will be able to see e-Voting page.
again with the ESPs, thereby, not only facilitating seamless
Click on company name or e-Voting service provider name and
authentication but also enhancing ease and convenience of
you will be re-directed to e-Voting service provider website for
participating in e-voting process.
casting your vote during the remote e-Voting period or joining
In terms of SEBI circular no. SEBI/HO/CFD/CMD/ virtual meeting & voting during the meeting.
CIR/P/2020/242 dated December 9, 2020 on e-Voting facility
2) If the user is not registered for IDeAS e-Services, option
provided by Listed Companies, Individual shareholders holding
to register is available at https://eservices.nsdl.com. Select
securities in demat mode are allowed to vote through their
“Register Online for IDeAS” Portal or click on the following
demat account maintained with Depositories and Depository
NSDL website link- https://eservices.nsdl.com/SecureWeb/
Participants. Shareholders are advised to update their mobile
IdeasDirectReg.jsp
number and email Id in their demat accounts in order to access
e-Voting facility. Type of shareholders Login Method
PURSUANT TO ABOVE SAID SEBI CIRCULAR, LOGIN 3) Visit the e-Voting website of NSDL. Open web browser by
typing the following URL: https://www.evoting.nsdl.com either
METHOD FOR E-VOTING AND JOINING VIRTUAL
on a Personal Computer or on a mobile. Once the home page of
MEETINGS FOR INDIVIDUAL SHAREHOLDERS e-Voting system is launched, click on the icon “Login” which
HOLDING SECURITIES IN DEMAT MODE IS GIVEN is available under ‘Shareholder/Member’ section. A new screen
BELOW: will open. You will have to enter your User ID (i.e. your sixteen
digit demat account number hold with NSDL), Password/ OTP
Type of shareholders Login Method
and a Verification Code as shown on the screen. After successful
Individual Shareholders holding securities in Demat mode with authentication, you will be redirected to NSDL Depository site
CDSL wherein you can see e-Voting page. Click on company name or
1) Users of who have opted for CDSL’s Easi / Easiest facility, can e-Voting service provider name and you will be redirected to
login through their existing user id and password. Option will e-Voting service provider website for casting your vote during
be made available to reach e-Voting page without any further the remote e-Voting period or joining virtual meeting & voting
authentication. The URLs for users to login to Easi / Easiest during the meeting.
are https://web.cdslindia.com/myeasi/home/login or www. Individual Shareholders (holding securities in demat mode)
cdslindia.com and click on Login icon and select New System login through their Depository Participants
Myeasi.
You can also login using the login credentials of your demat
2) After successful login the Easi / Easiest user will be able to account through your Depository Participant registered with
see the e-Voting Menu. On clicking the e-voting menu, the NSDL/CDSL for e-Voting facility. After successful login, you
user will be able to see his/her holdings along with links of will be able to see e-Voting option. Once you click on e-Voting
4
option, you will be redirected to NSDL/CDSL Depository site reach the Company selection screen. However, shareholders
after successful authentication, wherein you can see e-Voting holding shares in demat form will now reach ‘Password
feature. Click on company name or e-Voting service provider Creation’ menu wherein they are required to mandatorily enter
name and you will be redirected to e-Voting service provider’s their login password in the new password field. Kindly note
website for casting your vote during the remote e-Voting period that this password is to be also used by the demat holders for
or joining virtual meeting & voting during the meeting. voting for resolutions of any other company on which they
Important Note: Members who are unable to retrieve User are eligible to vote, provided that company opts for e-voting
ID/ Password are advised to use Forget User ID and Forget through CDSL platform. It is strongly recommended not to
Password option available at above mentioned website. share your password with any other person and take utmost
care to keep your password confidential.
Helpdesk for Individual Shareholders holding securities in
demat mode for any technical issues related to login through (vii) For shareholders holding shares in physical form, the details
Depository i.e. CDSL and NSDL. can be used only for e-voting on the resolutions contained in
this Notice.
Login Type Helpdesk details (viii) Click on the EVEN for the relevant company on which you
Individual shareholders hold- Members facing any technical choose to vote.
ing securities in Demat mode issue in login can contact CDSL (ix) On the voting page, you will see “RESOLUTION
with CDSL helpdesk by sending a request DESCRIPTION” and against the same the option “YES/NO”
at helpdesk.evoting@cdslindia. for voting. Select the option YES or NO as desired. The option
com or contact at 022-23058738 YES implies that you assent to the Resolution and option NO
and 022-23058542-43. implies that you dissent to the Resolution.
Individual Shareholders Members facing any techni- (x) Click on the “RESOLUTIONS FILE LINK” if you wish to
hold- cal issue in login can contact view the entire Resolution details.
ing securities in Demat mode NSDL helpdesk by sending a (xi) After selecting the resolution, you have decided to vote on,
with NSDL request at evoting@nsdl.co.in click on “SUBMIT”. A confirmation box will be displayed. If
or call at toll free no. : 1800 you wish to confirm your vote, click on “OK”, else to change
1020 990 and 1800 22 44 30. your vote, click on “CANCEL” and accordingly modify your
(v) Login method for e-voting and joining virtual meeting for vote.
shareholders other than Individual Shareholders & physical (xii) Once you “CONFIRM” your vote on the resolution, you will
shareholders. not be allowed to modify your vote.
1) The shareholders should log on to the e-voting website www. (xiii) You can also take a print of the votes cast by clicking on “Click
evotingindia.com. here to print” option on the Voting page.
2) Click on “Shareholders” module. (xiv) If a demat account holder has forgotten the login password, then
Enter the User ID and the image verification code and click on
3) Now enter your User ID Forgot Password & enter the details as prompted by the system.
a. For CDSL : 16 digits beneficry ID. (xv) Facility for Non – Individual Shareholders and Custodians
b. For NSDL: 8 Character DP ID followed by 8 Digits Client - Remote Voting
ID. • Non-Individual shareholders (i.e. other than Individuals,
c. Shareholders holding shares in Physical Form should enter HUF, NRI etc.) and Custodians are required to log on to www.
Folio Number registered with the Company. evotingindia.com and register themselves in the “Corporates”
4) Next enter the Image Verification as displayed and Click on module.
Login. • A scanned copy of the Registration Form bearing the stamp
5) If you are holding shares in demat form and had logged on to and sign of the entity should be emailed to helpdesk.evoting@
www.evotingindia.com and voted on an earlier e-voting of any nsdlindia.com.
company, then your existing password is to be used. • After receiving the login details a Compliance User should be
6) If you are a first time user follow the step given below : created using the admin login and password. The Compliance
For Shareholders holdings shares in Demat Form other than User would be able to link the account(s) for which they
Individual and Physical Form. wish to vote on.
Enter your 10 digit alpha-numeric “PAN issued by Income Tax • The list of accounts linked in the login should be mailed to
Department (Applicable for both demat shareholders as well helpdesk.evoting@nsdlindia.com and on approval of the
as physical shareholders) accounts they would be able to cast their vote.
Shareholders who have not updated their PAN with the • A scanned copy of the Board Resolution and Power of Attorney
Company/Depository Participant are requested to use the (POA) which they have issued in favour of the Custodian, if
sequence number sent by Company/RTA or contact Company/ any, should be uploaded in PDF format in the system for the
RTA. #ensure the communication of sequence number. scrutinizer to verify the same.
(v) After entering these details appropriately, click on “SUBMIT” tab. • Corporate Members intending to send their authorised
(vi) Shareholders holding shares in physical form will then directly representatives to attend the AGM are requested to send
Contd.....
5
Notice Contd.....
a certified copy of the Board Resolution to the Company, D. PROCESS FOR THOSE SHAREHOLDERS WHOSE
authorizing them to attend and vote on their behalf at the AGM. EMAIL ADDRESSES ARE NOT REGISTERED
The said resolution/authorization shall be sent to the Scrutinizer WITH THE DEPOSITORIES AND FOR OBTAINING
by email through its registered email address to sunil.jain.sk@ LOGIN CREDENTIALS FOR E-VOTING FOR THE
gmail.com with a copy marked to cs@sirshadilal.com. RESOLUTIONS PROPOSED IN THIS NOTICE:
C. INSTRUCTIONS FOR SHAREHOLDERS ATTENDING i. For Physical shareholders- please provide necessary details
THE AGM THROUGH VC/OAVM & E-VOTING like Folio No., Name of shareholder, scanned copy of the share
DURING MEETING ARE AS UNDER: certificate (front and back), PAN (self-attested scanned copy of
1. The procedure for attending meeting & e-Voting on the day PAN card), AADHAR (self-attested scanned copy of Aadhar
of the AGM is same as the instructions mentioned above for Card) by email to Company/RTA email id i.e. maheshcp@
Remote e-voting. alankit.com
2. The link for VC/OAVM to attend meeting will be available ii. For Demat shareholders - Please update your email id & mobile
where the EVSN of Company will be displayed after successful no. with your respective Depository Participant (DP). For
login as per the instructions mentioned above for Remote Individual Demat shareholders – Please update your email id
e-voting. & mobile no. with your respective Depository Participant (DP)
which is mandatory while e-Voting & joining virtual meeting
3. Shareholders who have voted through Remote e-Voting will
through Depository.
be eligible to attend the meeting. However, they will not be
eligible to vote at the AGM/EGM. If you have any queries or issues regarding attending AGM
& e-Voting from the NSDL e-Voting System, you can write
4. Shareholders are encouraged to join the Meeting through
an email to helpdesk.evoting@nsdlindia.com or toll free no.
Laptops / IPads for better experience.
18001020990, 1800224430.
5. Further shareholders will be required to allow Camera and use
All grievances connected with the facility for voting by
Internet with a good speed to avoid any disturbance during the
electronic means may be addressed to Trade World, A Wing, 4
meeting.
& 5th Floor, Kamala Mills, Compound Lower Parel, Mumbai -
6. Please note that Participants Connecting from Mobile Devices 400013. Senior Manager, (NSDL) or send an email to helpdesk.
or Tablets or through Laptop connecting via Mobile Hotspot evoting@nsdlindia.com or call on 022- 24994200.
may experience Audio/Video loss due to Fluctuation in their
respective network. It is therefore recommended to use Stable OTHER GUIDELINES FOR MEMBERS:
Wi-Fi or LAN Connection to mitigate any kind of aforesaid a. The Register of Members and Share Transfer Books of the
glitches. Company shall remain closed from Tuesday, September 19,
7. Members who would like to express their views/ask questions 2023 to Monday, September 25, 2023 (both days inclusive)
during the meeting may register themselves as a speaker by for the purpose of the Annual General Meeting.
sending their request at least 3 (Three) days in advance prior b. The Company has fixed Monday, September 18, 2023 as the
to meeting mentioning their name, demat account number/ ‘Cut-off Date’ for determining entitlement of members to Vote
folio number, email id, mobile number at cs@sirshadilal. for the financial year ended March 31, 2023.
com. The shareholders who do not wish to speak during c. To prevent fraudulent transactions, Members are requested
the AGM but have queries may send their queries 3 (Three) to exercise due diligence and immediately notify the RTA
days in advance prior to meeting mentioning their name, any change in their address and/or bank mandate in respect
demat account number/ folio number, email id, mobile of shares held in physical form and to their DPs in respect of
number at cs@sirshadilal.com. These queries will be replied shares held in dematerialized form. Members are also advised
to by the company suitably by email. Those members who not to leave their demat account(s) dormant for long. Periodic
have registered themselves as a speaker shall be allowed to statement of holdings should be obtained from the concerned DP
ask questions during the 89th AGM, depending upon the and holdings should be verified. The Securities and Exchange
availability of time. Board of India (‘SEBI’) has mandated the submission of
8. Those shareholders who have registered themselves as a speaker Permanent Account Number (‘PAN’) by every participant in
will only be allowed to express their views/ask questions during securities market. Members holding shares in electronic form
the meeting. are, therefore, requested to submit their PAN to their DPs with
9. Only those shareholders, who are present in the AGM through whom they are maintaining their demat accounts. Members
VC/OAVM facility and have not casted their vote on the holding shares in physical form can submit their PAN to the
Resolutions through remote e-Voting and are otherwise not Company/ RTA.
barred from doing so, shall be eligible to vote through e-Voting d. SEBI vide its Circular No. SEBI/HO/MIRSD/DOP1/
system available during the AGM. CIR/P/2018/73 dated April 20, 2018 has directed all the listed
10. If any Votes are cast by the shareholders through the e-voting companies to update Bank Account details and PAN of the
available during the AGM and if the same shareholders have Members holding shares in physical form. It has been observed
not participated in the meeting through VC/OAVM facility, then that many of the Members holding physical shares have not
the votes cast by such shareholders shall be considered invalid updated the said information. Therefore, such Members are
as the facility of e-voting during the meeting is available only requested to send the following documents to the Company’s
to the shareholders attending the meeting. RTA:
6
• Self-attested copy of PAN card including that of joint Members; l. Mr. Sunil Jain , Practicing Company Secretary (Membership
and No. FCS 4089) of M/s. Sunil K. Jain & Associates, Company
• An original cancelled cheque of 1st Member (Name of 1st Secretaries, New Delhi, has been appointed as the Scrutinizer to
Member should be printed on cheque leaf). If name of 1st scrutinize the remote e-Voting process and casting vote through
Member is not printed on cheque leaf, photocopy of passbook the e-Voting system during the meeting in a fair and transparent
or bank statement duly attested by the banker along with manner.
cancelled cheque (Photocopy of cheque will not be accepted/ m. During the 89th AGM, the Chairman shall, after response to the
entertained). questions raised by the Members in advance or as a speaker at
e. SEBI vide its notifications dated June 8, 2018 and November30, the 89th AGM, formally propose to the Members participating
2018, mandated that securities of listed companies can be through VC/ OAVM Facility to vote on the resolutions as set
transferred only in dematerialized form w.e.f. April 1, 2019. out in the Notice of the 89th AGM and announce the start of the
Accordingly, the Company has stopped accepting any fresh casting of vote through the e-Voting system. After the Members
lodgment of transfer of shares in physical form. In view of participating through VC/OAVM Facility, eligible and interested
the above and to avail various benefits of dematerialization, to cast votes, have cast the votes, the e-voting will be closed
Members are requested to dematerialize the shares held by with the formal announcement of closure of the 89th AGM.
them in physical form. n. The Scrutinizer shall after the conclusion of e-Voting at the
f. Members holding shares in single name and physical form are 89th AGM, first download the votes cast at the AGM and
advised to make nomination in respect of their shareholding thereafter unblock the votes cast through remote e-Voting and
in the Company by submitting Form No. SH- 13 in terms of shall make a consolidated scrutinizer’s report of the total votes
Section 72 of the Act to the RTA. Members holding shares in cast in favour or against, invalid votes, if any, and whether the
electronic form may submit the same to their respective DP. resolution has been carried or not, and such Report shall then
be sent to the Chairman or a person authorized by him, within
The nomination form can be downloaded from the Company’s
two working days of the conclusion of the 89th AGM, who shall
website www.sirshadilal.com, under the investor relations
then countersign and declare the result of the voting forthwith.
section. Members who require communication in physical form
in addition to e-communication or have any other queries, may o. The Results declared along with the Scrutinizer’s Report shall
write to the RTA or Company at its Registered Office address. be placed on the Company’s website, www.sirshadilal.com
and on the website of NSDL immediately after the results are
g. Non-Resident Indian Members are requested to inform RTA,
declared and communicated to the Stock Exchange, where the
immediately of:
shares of the Company are listed, viz. BSE Limited.
• Change in their residential status on return to India for
p. Subject to receipt of requisite number of votes, the Resolutions
permanent settlement.
shall be deemed to be passed on the date of AGM, i.e., Monday,
• Particulars of their bank account maintained in India with September 25, 2023.
complete name, branch, account number, account type and
q. Mandatory furnishing of PAN, KYC details & Nomination
address of the Bank with pin code number.
by holders of Physical Securities: As an on-going measure to
h. It is strongly recommended not to share your password with enhance the ease of doing business for investors in the securities
any other person and take utmost care to keep your password market, SEBI through its Circular dated March 16, 2023 in super
Confidential. Login to the e-Voting website will be disabled session of its earlier Circulars dated 3rd November 2021 and
upon five unsuccessful attempts to key in the correct password. 14th December 2021 provides revised common and simplified
In such an event, you will need to go through the “Forgot User norms for processing investor’s service request by RTAs and
Details/Password?” or “Physical User Reset Password?” option norms for mandatory furnishing of PAN, KYC details and
available on www.evotingindia.com to reset the password. Nomination including the fillable Forms are hosted on the
i. The voting rights of shareholders shall be in proportion to their Company’s Website www.hckotharigroup.com/kscl under
share of the paid up equity share capital of the Company as on “Investors Relations”. In this connection, the Company has
the cut-off date i.e., Monday September 18, 2023. issued reminder letters to all shareholders holding shares in
j. A person whose name is recorded in the register of members physical, who have not updated any of the above said details.
or in the register of beneficial owners maintained by the The RTAs shall not process any service requests or complaints
depositories as on the cut-off date shall only be entitled to avail received from the holder(s) / claimant(s), till PAN, KYC and
the facility of remote e-voting or casting vote through e-voting Nomination documents / details are received. It is also to be
system during the meeting. noted that the Folios of holders of physical shares wherein
any of the above cited documents / details are not available
k. Any person, who acquires shares of the Company and becomes on or after October 01, 2023, particular folio shall be frozen
the member of the Company after the Company sends the Notice by the RTA and with effect from April 01, 2024 any dividend
of the AGM and would be holding shares of the Company as payment with respect to such frozen folios will be only through
on the cut-off date i.e Monday, September 18, 2023 may obtain electronic mode only upon complying with the requirements
the User ID and password by sending a request at helpdesk. of updation of all the details by the Investor as said above.
evoting@nsdlindia.com or cs@sirshadilal.com. Alternatively, Further, such frozen folios would be referred under the Benami
the shareholder can create their user name and password by Transactions (Prohibitions) Act, 1988 and/or Prevention of
entering the valid credentials, as mentioned in point no (viii) Money Laundering Act, 2002, if they continue to remain frozen
mentioned above in the remote e-voting instructions. as on December 31, 2025.
Contd.....
7
1. Pursuant to Section 205A of the Companies Act, 1956, all The Central Government has notified the constitution of
unpaid/unclaimed dividends declared for and up to the financial Investor Education and Protection Fund Authority with effect
year ended 31st March 1995 have been transferred to the from 7th September 2016 and in terms of Section 124 of the
General Revenue Account of Central Government. Members, Companies Act, 2013 read with the Investor Education and
who have not yet encashed their dividend warrants for the said Protection Fund Authority (Accounting, Audit, Transfer And
period, are requested to claim the amount from the Registrar Refunds) Rules, 2016 and Investor Education and Protection
of Companies, National Capital Territory of Delhi & Haryana, Fund Authority (Accounting, Audit, Transfer and Refund)
4th Floor, IFCI Tower, 61, Nehru Place, New Delhi – 110 019. Amendment Rules, 2017 (“IEPF Rules”), the company has
2. Pursuant to Section 205A and 205C of the Companies transfer not only the unclaimed dividends but also the equity
Act, 1956, unpaid/ unclaimed dividends for the year 1995- shares in respect of which dividends are not claimed for the
96,1996-97, 1997-98, 1998-99, interim and final dividend continuous period of seven years by any shareholder, to the
of 1999-2000, 2000-2001, 2001-2002, 2003-04, 2004-05 & IEPF Demat A/c as identified by the IEPF Authority. Any
2005-06,2009-10 have been transferred by the Company to Shareholder who want to get refund the shares can claim the
“Investor Education & Protection Fund”(IEPF) constituted same by applying to the Investor Education and Protection
by the Central Government under Section 205A and 205C Fund Authority on their website at www.iepf.gov.in/IEPFA/
of the Companies Act, 1956. Pursuant to the provisions refund.html
of Investor Education and Protection Fund (Uploading of
information regarding unpaid and unclaimed amounts lying SEBI has decided that securities of listed companies can be
with companies) Rules, 2012, the Company has uploaded transferred only in dematerialized form with effect from April
the details of unpaid and unclaimed amounts lying with the 1, 2019. In view of the above and to avail various benefits of
Company as on 26th September, 2017 on the website of the dematerialisation, members are advised to dematerialize shares
Company (www.sirshadilal.com). held by them in physical form.
8
ANNEXURE TO NOTICE Directors Meeting by circular resolution dated 01.10.2021. He

(Explanatory Statement under Section 102 (1) of the Companies was chairman of the Board of Directors since long time, so as
Act, 2013) a Good Corporate Governance practice, the Board of Directors
by Circular Resolution approved the appointment of Mr. Udit
ITEM NO. 4 Pat Singhania as Chairman of the Company w.e.f. 18.08.2023.
The Board, on the recommendation of the Audit Committee, has Mr. Udit Pat Singhania and his relatives are interested in this
approved the appointment and remuneration of the Cost Auditors Ordinary Resolution.
to conduct the audit of the cost records of the Company, for the
None of the other Directors and Key Managerial Personnel of
financial year ending 31st March, 2024 as per the following details:
the Company, or their relatives, is interested in this Ordinary
Remuneration of Cost Auditor Resolution. The Board recommends this Ordinary Resolution
For the product “Sugar” for Upper Doab Sugar Mills for your approval.
Cost Audit Fee: Rs. 30,000/-
ITEM NO. 7
(Inclusive of all incidental per annuam
and traveling expenses) As per the provisions of Section 177 of the Companies Act, 2013
For the product “Industrial Alcohol” all Public Companies satisfying the following conditions shall
constitute an Audit Committee :
for Shamli Distillery & Chemical Works
i) Listed Company;
Cost Audit Fee Rs. 20,000
per annum ii) With a paid up capital of ten crore rupees or more;
Extra Travelling Expenses and Actual iii) Having turnover of one hundred crore rupees or more;
Incidental Expenses Rs. 2,000 iv) Having in aggregate, outstanding loans or borrowings or
for attending Audit Committee/ per day debentures or deposits Exceeding fifty crore rupees or more.
Board Meeting(s) Presently the Audit Committee consists of following
In accordance with the provisions of Section 148 of the Act read with members
the Companies (Audit and Auditors) Rules, 2014, the appointment Sr. Name of Committee Member Position
and remuneration payable to the Cost Auditors has to be ratified by
1. Mr. Ravi Malhotra Chairman
the members of the Company.
Accordingly, consent of the members is sought for passing an 2. Mr. Tanmay Sharma Member
Ordinary Resolution as set out at Item No. 4 of the Notice for 3. Mr. Udit Pat Singhania Member
ratification of the appointment and remuneration payable to the Cost
Auditors for the financial year ending 31st March, 2024. The Committee was constituted more than 2 years before, so as a
Good Corporate Governance practice it was necessary that Audit
None of the Directors/Key Managerial Personnel of the Company/ Committee will be reconstituted in compliance with Section 177
their relatives are, in any way, concerned or interested, financially of Companies Act, 2013 read with Regulation 18 and Part C of
or otherwise, in the resolution set out at Item No.4 of the Notice. Schedule II of SEBI (LODR) Regulation, 2015). the Board of
The Board recommends the Ordinary Resolution set out at Item No. Directors by Circular Resolution approved reconstitution of Audit
Committee w.e.f. 18.08.2023 as details below.
4 of the Notice for approval by the shareholders.
ITEM NO. 5
Section 188 of the Act and the applicable Rules framed there 1. Mr. Udit Pat Singhania Chairman
under provide that any Related Party Transaction will require
2. Mr. Tanmay Sharma Member
prior approval of shareholders through special resolution, if the
aggregate value of transaction(s) amounts to 10% or more of the 3. Mr. Neeraj Gupta Member
annual turnover of the Company as per last Audited Financial
Statement of the Company. The value of proposed aggregate Mr. Udit Pat Singhania , Mr. Tanmay Sharma, Mr. Neeraj Gupta
transactions with Managing Director and Joint Managing and their relatives are interested in this Ordinary Resolution.
Director will not exceed the said threshold limit, Accordingly, None of the other Directors and Key Managerial Personnel of
transaction(s) entered into with related party do not comes within the Company, or their relatives, is interested in this Ordinary
the meaning of Related Party transaction(s) in terms of provisions Resolution. The Board recommends this Ordinary Resolution
of the Act, applicable Rules framed there under read with the for your approval.
Listing Regulations.
ITEM NO. 8
The Board hereby recommends the shareholder for approval of
related party transactions by way of special resolution. The Board of Directors of the following companies shall constitute
Corporate Social Responsibility Committee.
ITEM NO. 6 Every Company including its holding or subsidiary having:
Mr. Ravi Malhotra was appointed as Chairman of the Board of i) Net worth of Rs. 500 Crore or more, or
Contd.....
9
ii) Turnover of Rs. 1000 crore or more, or Mr. Udit Pat Singhania , Mr. Vivek Viswanathan, Mr. Rahul Lal and
iii) Net Profit of Rs. 5 crore or more during the immediately their relatives are interested in this Ordinary Resolution.
preceding financial year None of the other Directors and Key Managerial Personnel of
The composition of the existing Corporate Social Responsibility the Company, or their relatives, is interested in this Ordinary
Committee is as follows: Resolution. The Board recommends this Ordinary Resolution
for your approval.
1. Mr. Ravi Malhotra Chairman
2. Mr. Rahul Lal Member
3. Mr. Vivek Viswanathan Member
This Committee was constituted on 15.10.2020, As a Good

Corporate Governance Practice it was necessary that Corporate
Social Responsibility Committee will be reconstituted in compliance
with Section 177 of Companies Act, 2013 read with Regulation 18
and Part C of Schedule II of SEBI (LODR) Regulation, 2015). the
Board of Directors by Circular Resolution approved reconstitution
of Corporate Social Responsibility Committee w.e.f. 18.08.2023
as details below.

By order of the Board
1. Mr. Udit Pat Singhania Chairman
Ajay Kumar Jain
2. Mr. Vivek Viswanathna Member Place : Shamli Company Secretary
3. Mr. Rahul Lal Member Dated : 29th July, 2023 FCS-5826
10
ANNEXXURE TO AGM NOTICE

DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE FORTHCOMING ANNUAL
GENERAL MEETING
[Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard
2 on General Meetings]
Name of the Director Mr. Vivek Viswanathan Smt. Radhika Viswanathan Hoon
DIN 00141053 06436444
Date of Birth 07.11.1970 22.01.1967
Category of the Joint Managing Director Director
Director
Educational B.A (Hons.) Post Graduate Programme in S.Y.J.C. Diploma Holder in French.
Qualifications Management, MBA (USA) More than six year General Management as Chairperson
service experience with M/s VST Industries Ltd. of the Natya Ballet Centre, New Delhi
& Coca-Cola India Ltd.
Experience 29 Years 30 years
Expertise in specific functional areas Finance & Administration Administration
Date of Appointment on the Board 24.03.2001 30.10.2012
Number of shares held 1296004 39132

in the Company as on date
List of Directorships
held in other companies (excluding foreign,
private and Section 8 companies) nil nil
Chairmanship / Member-ship of Committees

Audit and Stakeholders’
Relationship Committees across Public Companies 1 1
Relationship between Directors inter se Brother of Smt. Radhika Viswanathan Sister of Sh. Vivek
Hoon Viswanathan, Joint Managing
Director
Number of meetings of the Board attended during 4 4
the Financial year
11
DIRECTORS’ REPORT suffered heavy Losses. However, The Company is regularly paying its
debts as a result of which Company Interest Cost is decreasing, which
DEAR SHAREHOLDERS, is viewed favourably by the Bankers. The Banks, however, continue to
Your Directors hereby present the 89th Annual Report and the be cautious in increasing their exposure to the sugar industry, keeping
Financial Statements of the Company for the financial year ended in view the risk of Government intervention in the form of raw material
March 31, 2023. pricing.
FINANCIAL RESULTS INDIAN ACCOUNTING STANDARDS
During the year under review, the sugar segment of your Company Pursuant to notification dated February 16,2015 issued by the Ministry
passed through a difficult period, However the Distillery unit has of Corporate affairs, the Company has adopted the Indian Accounting
worked satisfactorily. The summarized financial results of the Standards (“Ind As”) notified under the Companies (Indian Accounting
Company are presented below: Standards) Rules, 2015 as applicable to it with effect from April 01,2017
(Rs. in Lakhs) with the transition date April 01, 2016. Accordingly, the Financial
Statements have been prepared in compliance with Ind AS and the
For the For the year comparative information of the previous years has been provided as
year ended ended March per the prescribed requirements.
Particulars
March 31, 31, 2022
2023 CREDIT RATING
a) Total Revenue 55296.81 47029.67 The rating of the company for the financial year 2022-23 was B+ and the
company had assigned the work of credit rating to Informerics Rating
Profit (Loss) before
b) providing for Exceptional (1852.90) (915.55) & Research Pvt Ltd. and the same is awaited for the Financial Year
Item and Depreciation 2023-24. This reflects improvement in the business risk profile which
is expected to remain steady with moderate growth over the medium
c) Less: Exceptional Item - -
term. The rating however remains constrained on account of working
Less: Provision for capital intensive operation with significant accumulated losses and a
d) (1109.29) (736.95)
Depreciation high degree of regulatory risk in sugar industry.
e) Profit (Loss) before Tax (2962.19) (1652.50) Material changes and commitments affecting the financial position
between end of the financial year and date of the report
Less : Excess Provision
f) of Income Tax relating - - There have been no material changes or commitments made which affect
to earlier year the financial position of the Company between end of the financial year
and date of the report.
Profit (Loss) from
g) (2962.19) (1652.50)
Continuing Operation COMPANY OPERATIONS:
Profit (Loss) from The operating performance of the sugar unit for crushing season 2022-
h) - -
discontinuing Operation 23, as compared to the previous crushing season 2021-22, is as under:
i) Profit (Loss) for the year (2962.19) (1652.50)
Particulars 2022-23 2021-22
Other Comprehensive
j) (94.18) 95.64
Income i) Gross working days 194 190
Total Comprehensive
k) (3056.37) (1556.86) ii) Cane crushed (lakh/qtls.) 99.83 107.51
Income for the period
Basic earnings per share of iii) Average cane crush (qtls./day) 51460 56582
l) Rs 10/- each (Rs) (56.423) (31.476)
Diluted earnings per share iv) Manufacturing losses (%) 2.07 3.56
m) of Rs.10/- each (Rs) (56.423) (31.476)
v) Steam Consumption (% cane) 51.45 48.48
TRANSFER TO RESERVES
No amount is proposed to be transferred to the General Reserve out vi) Average sugar recovery (% cane) 10.15 9.63
of the amount available for appropriation.
vii) Downtime (%) 11.24 6.74
DIVIDEND
viii) Sugar production (lakh/qtls) 10.13 10.35
In view of the Current year loss and carry forward losses, the Company
does not have any divisible profits available for payment of dividend The Company cane crush was 99.83 Lakhs qtrs. The Recovery
to equity shareholders. The Directors have therefore not recommended during the period was 10.15% ( C Heavy Moasses). The recovery
payment of any dividend for the year ended March 31, 2023. Dividend % cane was higher mainly due to higher pol in cane which resulted
Distribution Policy of the Company has been hosted on the website of from improved varietal mix and implementation of other cane
the Company i.e., www.sirshadilal.com. development activities.
FINANCE CANE DEVELOPMENT
Due to increase in Sugar cane prices, the Sugar Mills in Uttar Pradesh a) Due to vigorous efforts made by the management in the area
12
of sugarcane development, the area under cultivation of high segments are covered under “Management Discussion and Analysis
sugar varieties of cane increased to 100% in season 2022-23 Report” at Annexure 5 of this Report.
& maintains 100% in the season 2023-24. In addition, the
management focused on execution of both extensive and DIRECTORS
intensive cane development activities comprising of appropriate In accordance with the provisions of Companies Act, 2013 (the Act)
usage of insecticides, pesticides and optimum use of fertilizers. and the Company’s Article of Association, Mr. Vivek Viswanathan,
It is expected that we will achieve, the Pol % cane 12.50% Joint Managing Director and Mrs. Radhika Viswanathan Hoon,
in next crushing season 2023-24. It will be 0.29% more as Director retire by rotation under section 152 of the Act, and, being
compared to Season 2022-23 (12.21%) eligible, offer themselves for re-appointment at the ensuing Annual
b) The management is also making efforts to increase the supply General Meeting. Necessary resolutions for re-appointment of
of cane at factory gate from 70% in crushing season 2022-23 aforesaid Directors have been included in the notice convening the
to about 72% in crushing season 2023-24. ensuing annual general meeting.
c) Extraneous materials such as trashes, green tops, diseased The required information pursuant to Regulation 36 of the Securities
cane, mud with cane supplies has been found 2.96% against and Exchange Board of India (Listing Obligations and Disclosure
target of 2.20% for the Crushing season 2022-23. Further the Requirements) Regulations, 2015 (“SEBI LODR Regulations”)
management plans to reduce extreneous matter upto 2.60% in providing the experiences, qualifications, name of the Company in
coming crushing season 2023-24. which the above Directors hold Directorship and membership of
the Committee of the Board are detailed in the notice convening the
d) The Company has undertaken vigorous cane development Annual General Meeting, against the relevant items of the agenda,
activities by encouraging high yielding variety cane i.e. Co which forms part of this annual report.
15023, Co 118. This has resulted in the improvement in the
pol% cane from 12.21% to 12.50%. The recovery in the Sugar None of the Directors of the Company is disqualified from being
has found 10.15% as production of C-heavy molasses during appointed as Director as specified in terms of section 164(1) and of
the season 2022-23. It is expected that we will achieve recovery the Companies Act, 2013.
to 10.50% in the next season 2023-24. P O L I C Y O N D I R E C TO R S ’ A P P O I N T M E N T A N D
DISTILLERY UNIT (SHAMLI DISTILLERY AND REMUNERATION AND OTHER DETAILS
CHEMICAL WORKS) : The guidelines for selection of Directors are set out below:
The Nomination and Remuneration Committee of the Board of
INDUSTRY PROFILE:
Directors oversees the Company’s nomination process for Directors.
Government policy continues to focus on increasing the percentage The Committee identifies and reviews individual qualified candidates
of mixing ethanol with petrol. Consequently, the demand for ethanol to serve as a Director on the Board. The Committee may act on its
continues to increase, which has a positive effect on the financial own for identifying the potential candidates. The Committee reviews
performance of the distilleries like yours, which are focused on and discusses each candidate and conducts evaluation of candidates
production of industrial alcohol in accordance with the process that it deems fit and appropriate,
COMPANY OPERATIONS: discusses with the Promoters, and sends its recommendation for
nomination to the Board of Directors based on the following
I) OPERATING PERFORMANCE: guidelines:
The operating performance for the financial year 2022-23 as
compared to the previous financial year 2021-22 is as under: ATTRIBUTES
1. For Independent Directors, the Committee seeks candidates
Particulars 2021-22 2022-23 who are not a nominee or related to the Promoters of the
Company. Such candidates shall possess integrity, leadership,
skill, managerial qualities, foresight abilities and competency
i) Gross working days (days) 157.00 234.50 required to direct and oversee the Company’s management in
the best interest of stake holders i.e. shareholders, consumers,
ii) Production – RS (lakh/ltrs) 119.38 205.60 employees and the community it serves.
2. The candidate must be willing to regularly attend meetings of
iii) Production – Ethanol (lakh/ltrs) 91.10 132.06 the Board and develop a strong understanding of the Company,
its business and its need. He must contribute his/ her time
iv) Alcohol recovery/qtl. molasses (AL) 24.11 23.86 and knowledge for the Company and be prepared to exercise
his/her duties with skill and care. Candidates should have
v) Fermentation efficiency (%) 89.05 88.85 understanding of governance concept and legal duties of a
Director.
vi) Distillation efficiency (%) 98.57 98.03 The candidate should preferably have sufficient experience on
Distillery production was high during 2022-23 as compared to last the Board of a listed Company.
year due to more working days. For appointment of Executive Directors, the Committee
Further analysis of operating performance for sugar and distillery also seeks opinion of Promoters.
Contd.....
13
DIRECTOR’S REPORT Contd.....
KEY MANAGERIAL PERSONNEL awareness and concern about norms related to Corporate
The Details of Key Managerial Personnel under section 203 of the Governance, disclosure and legal compliance
Companies Act, 2013 and changes therein during the year are as 6. Contribute new ideas / advise to management on business
under: issues
1. Mr. Rajat Lal, Managing Director B) COMMITTEE PERFORMANCE
2. Mr. Vivek Viswanathan, Joint Managing Director 1. The Committee is delivering on the defined objectives
3. Mr. Rahul Lal, Joint Managing Director 2. The Committee has the right composition to deliver the
4. Mr. Gajendra Kumar Sharma, Chief Financial Officer objective
5. Mr. Ajay Kumar Jain, Company Secretary
REMUNERATION POLICY
STATEMENT ON DECLARATIONS GIVEN BY THE The Board, on the recommendations of the Nomination and
INDEPENDENT DIRECTORS Remuneration Committee, has framed a policy for selection and
All Independent Directors have given necessary declarations that appointment of Directors, senior management and their remuneration.
they meet the criteria of independence as laid down under Section The remuneration policy is stated in the report on Corporate
149(6) of the Companies Act, 2013 and SEBI (Listing Obligations Governance attached at Annexure 5 of this Report.
and Disclosure Requirements) Regulation, 2015. MEETINGS
INDEPENDENT DIRECTORS MEETING The calendar of meetings is prepared and circulated in advance to
A separate meeting of the Independent Directors (Annual Directors.
Independent Directors Meeting) was convened on February 11, During the financial year 2022-23, Four Board Meetings were held
2023 which reviewed the performance of the Board as a whole and on 30.05.2022, 30.07.2022, 12.11.2022 and 11.02.2023. The details
of the Non-Independent Directors on the basis of the report of the of the same are given in the Corporate Governance report attached at
Nomination and Remuneration Committee. The collective feedback Annexure 5 of this Report. The intervening gap between the meetings
of each Independent Director was discussed with the Board, covering was within the period prescribed under the Companies Act, 2013.
performance of the Board as a whole and performance of Non-
Independent Directors. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement of sub- section 134(3)(c) of the
P E R F O R M A N C E E VA L U AT I O N O F C H A I R M A N , Companies Act, 2013 with respect to Director’s Responsibility
DIRECTORS, BOARD AND COMMITTEES Statement, the Directors confirm that:
Pursuant to the provisions of section 178 of the Companies Act, i) In the preparation of the Annual Accounts for the year ended
2013 and Regulations 25 of SEBI (Listing Obligation and Disclosure March 31, 2023, the applicable accounting standards, read
Requirements) Regulations, 2015, the performance evaluation with requirements set out under the Act, have been followed
of Non-Independent Directors, the Board and Committee was and there are no material departures from the same.
undertaken by the Nomination and Remuneration Committee for the
ii) They have selected such accounting policies and applied
year under review. The performance evaluation report of the Non-
them consistently and made judgments and estimates that
Independent Directors, as done by the Nomination and Remuneration
are reasonable and prudent so as to give a true and fair view
Committee, has been reviewed by the Independent Directors.
of the state of affairs of the Company as at March 31, 2023
The performance evaluation of the Chairman and Independent and of the Loss of the Company for the financial year ended
Directors is done by the Board and the report of Nomination and on that date.
Remuneration Committee for the Non-Independent Directors, as
iii) They have taken proper and sufficient care for the
reviewed by the Independent Directors, is placed before the Board
maintenance of the adequate accounting records in
of Directors. The criteria for the performance evaluation are detailed
accordance with the provisions of the Act for safeguarding
in the report on Corporate Governance attached as Annexure 5 of
the assets of the Company and for preventing and detecting
this Report.
fraud and other irregularities.
The evaluation framework for assessing the performance of Directors,
iv) They have prepared the Annual Accounts of the Company
the Board and Committees is done on the following parameters:
on a “going concern” basis.
A) BOARD PERFORMANCE v) They have laid down Internal Financial Controls to be
1. Attendance and active participation followed by the Company and that such Internal Financial
Controls are adequate and operating effectively.
2. Knowledge of working of industry, experience in related issues
Leadership and initiative vi) They have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems
3. Independent judgments on the Board discussions utilizing
are adequate and operating effectively.
his knowledge and experience especially on issues related to
strategy, operational performance and risk management RELATED PARTY TRANSACTIONS
4. Commitment to role and fiduciary responsibility as a Board There are no materially significant related party transactions made by
member the Company with Promoters, Directors, Key Managerial Personnel
5. Understanding the nature of Director’s role, demonstrate and other designated persons which may have potential conflict with
14
the interest of the Company at large. All related party transactions guarantee during the year under review.
are placed before the Audit Committee and also Board of Directors
for approval. The form for disclosure of particulars of contract / SUBSIDIARY COMPANIES/ASSOCIATE COMPANIES
arrangements entered into by the Company with related parties The Company does not have any subsidiary, joint venture or associate
referred to in sub section (1) of section 188 of the Companies Act Company.
2013 in form AOC -2 is given below: Compliance with provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment
FORM NO. AOC-2
of Women at workplace (Prevention, Prohibition and Redressal)
(PURSUANT TO CLAUSE (B) OF SUB-SECTION OF Act, 2013
SECTION 134 OF THE ACT AND RULE 8(2) OF THE The Company has complied with provisions relating to the
COMPANIES (ACCOUNTS) RULES, 2014. constitution of Internal Complaints Committee under the Sexual
Form for disclosure of particulars of contracts/arrangements entered Harassment of Women at Workplace (Prevention, Prohibition and
into by the Company with related parties referred to in sub section Redressal) Act, 2013 by forming a Disciplinary Committee as
of section 188 of the Companies Act, 2013 including certain arm’s per provisions of the Act. The Company confirms that there is no
length transaction under third proviso thereto: complaint / case filed against or pending with the Company during
the financial year 2022-23.
1. Details of contracts or arrangements or transactions not at arm’s
length basis CODE OF CONDUCT
S.No. Particulars Details Code of Conduct for the Directors as well as for the members of
the senior management of the Company was adopted in the Board
a) Names(s) of the related party & nature of N.A meeting held on April 4, 2005 which was subsequently amended
relationship from time to time. The code is intended to serve as a basis for ethical
b) Nature of contracts /arrangements/ None decision making in conduct of professional work. The Code of
transaction Conduct states that each individual in the organization must know
c) Duration of the contracts/arrangements/ N.A and respect existing laws, accept and provide appropriate professional
transactions views and be upright in his conduct and observe corporate discipline.
The said Code of Conduct has been circulated to all the Directors
d) Salient terms of the contracts or N.A
and members of senior management and the compliance of the same
arrangements or transactions including the
value, if any has been affirmed by them in respect of the financial year 2023-24.
A copy of the Code of Conduct has been put up on the Company’s
e) Justification for entering into N.A website www.sirshadilal.com. A declaration regarding compliance of
such contracts or arrangements or
transactions Code of Conduct is given by the Managing Director, under the head
“Code of Conduct”, that Board members and senior management
f) Date of approval by the Board N.A team have complied with the same under Corporate Governance and
g) Amount paid as advances, if any N.A forms part of this Report.
h) Date on which the special resolution N.A VIGIL MECHANISM / WHISTLE BLOWER POLICY
was passed in general meeting as
required under first proviso to section The Company has a vigil mechanism named Whistle Blower Policy /
188 Vigil Mechanism to deal with instances of fraud and mismanagement,
if any.
2. Details of contracts or arrangements or transactions at arm’s
length basis: A vigilance Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee
S.No. Particulars Details and the Board.
a) Name(s) of the related party & relationship N.A The details are given in the report on Corporate Governance attached
as Annexure 5 of this Report.
b) Nature of contracts/ arrangements/ N.A
transaction PREVENTION OF INSIDER TRADING CODE
c) Duration of the contracts/ N.A The Company has adopted Code of Practices & Procedures for Fair
arrangements/ transactions Disclosure of Unpublished Price Sensitive Information for Prevention
d) Salient terms of the contracts or N.A of Insider Trading with a view to regulate trading in securities by the
arrangements or transaction including the Directors, designated employees of the Company and other related
value, if any. parties. The code requires pre clearance for dealing in the Company’s
e) Date of approval by the Board for renewal N.A shares and prohibits the purchase or sale of Company shares by
the Directors and the designated employees while in possession of
f) Advance paid, if any N.A unpublished price sensitive information in relation to the Company
and during the period when the trading window is closed. The Board
PA RT I C U L A R S O F L O A N S , G U A R A N T E E S A N D is responsible for implementation of the code.
INVESTMENTS All Directors and the designated employees have confirmed
The Company has not made any loans or investments or given any compliance with the code.
Contd.....
15
DIRECTOR’S REPORT Contd.....
AUDITORS & Co., Company Secretaries (Membership No. ACS 16716, C.P.No.
M/s Basant Ram Sons, was appointed as Statutory Auditors of the 7009), as the Secretarial Auditors to conduct the Secretarial Audit
Company in the last AGM. for the financial year ended March 31, 2023.
The Secretarial Audit Report for the financial year ended March
COMMENTS ON AUDITOR’S OBSERVATIONS 31, 2023 is annexed herewith as Annexure-1 to this Report. There
(i) Reply to paragraph no. 1 of “Other Matter” in Auditor’s report is no qualification, reservation or adverse remark or disclaimer in
relating to non-maintenance of accounts on accrual basis: the report.
As stated in the note no. 35 of the financial statement in respect FIXED DEPOSITS
of interest liability on delayed payment of sugar cane price. The
company has not provided towards interest liability of late payment The Company has not invited or accepted any deposits within the
of cane price for the sugar season 2011-12 to 2014-15, Rs. 607.19 meaning of Section 73 of the Companies Act, 2013 during the
Lakh and also for Rs. 15425.89 Lakhs relating to subsequent year year under report. In terms of proviso to Rule 2 (1) (c) (viii) of the
2015-16 to 2022-23, in the view of the Supreme Court order no. Companies (Acceptance of Deposits) Rules, 2014, the Board hereby
35113/2017 dated 23.05.2018. report that the Company has not borrowed any unsecured loans from
the Directors/ Relatives or any other related parties.
Auditor comments to report is self-explanatory
EXTRACT OF ANNUAL RETURN
(ii) Reply to paragraph no. 2 of “Other Matter” in Auditor’s Report
relating to bonus liability: The details forming part of the extract of Annual Return in form
MGT-9 is annexed with Annexure-2 of this Report and also on the
As state in note no. 36 of the financial statement in respect of bonus web site of the Company, www.sirshadilal.com
liability, due to amendment in Payment of Bonus (Amendment)
Act 2015, in terms of which the ceiling of payment of bonus has FRAUD REPORTING
been revised w.e.f. 1st April, 2014. Certain High Courts have There was no fraud reported by the Auditors of the Company under
stayed implementation of revision of bonus Act from retrospective Section 143(12) of the Companies Act, 2013, to the Audit Committee
effect. Indian Sugar Mills Association have also filed writ again or the Board of Directors during the year under review.
implementation of the order regard to retrospective effect from 1st
April, 2014. The matter is subjudice. DISCLOSURE OF RATIO OF REMUNERATION OF
DIRECTORS AND KEY MANAGERIAL PERSONS
As required under section 197(12), read with rule 5 of the
(iii) Reply to paragraph no. 3 of “Other Matter” in Auditor’s report Companies (Appointment and remuneration of managerial
non provision of deffered tax assets personnel) Rules, 2014, the details of the ratio of the remuneration
As Stated in Note No.37 to the Standalone Financial Statements, of each Director to the median employee’s remuneration and
the Management has decided, not to make any further provision such other details as prescribed therein are given in Annexure-3
this year for Deferred Tax Assets. The management in view of of this Report.
current year loss and accumulated losses and in absence of virtual
certainty about future profitability has decided not to account for PARTICULARS OF EMPLOYEES
the effect of Deferred Taxation for this year, and continuing to The information required pursuant to section 197(12), read with rule
carry forward the Deferred Tax Assets Rs. 6881.11 lakhs already 5 of the Companies (Appointment and remuneration of managerial
accounted for in earlier years. personnel) rules, 2014, in respect of the employees of the Company
are given in Annexure-3 of this Report.
DETAIL OF SHARES WITH DIFFERENTIAL VOTING
COST AUDITOR
RIGHT, SWEAT EQUITY SHARE AND ESOP SCHEME
The Board of Directors of the Company approved appointment
The Company has not issued shares with differential voting right
of Mr. Rishi Mohan Bansal, Cost Auditor, for conducting the cost
and sweat equity shares. There was no scheme of ESOP during the
Audit for sugar and industrial alcohol business for the financial
financial year.
year 2023-24.
The Cost Audit reports for the last Audited accounts for the financial SIGNIFICANT AND MATERIAL ORDERS
year ended March 31, 2023 were filed by the cost Auditor with respect There are no significant and material orders passed by the regulators
to sugar and industrial alcohol business on 05.08.2023, which is within or courts or tribunals impacting the going concern status and
the due date. There was no adverse or negative remark in the reports. Company’s operation in future.
As per the Companies Act, 2013, cost Auditors need to be appointed
within 180 days from the commencement of every financial year. RISK MANAGEMENT
Accordingly, the Company has appointed Mr. Rishi Mohan Bansal Pursuant to section 134(3)(n) of the Companies Act, 2013 and
as cost Auditor for conducting the cost Audit of sugar and industrial Regulation 21 of Securities and Exchange Board of India (Listing
alcohol for the financial year 2023-24. The appointment is subject Obligations and Disclosure Requirements) Regulations, 2015, the
to ratification in the next Annual General Meeting. Company has constituted a business Risk Management Committee.
The details of the Committee, its terms of reference, risks associated
SECRETARIAL AUDITOR
and their mitigation are set out in the report on Corporate Governance
The Board of Directors of the Company appointed M/s Rahul Saini attached at Annexure-5 of this Report.
16
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR separate section on Corporate Governance, including a certificate
ADEQUACY from a practicing Company secretary confirming compliance of the
The Company has over the years evolved effective systems and conditions of Corporate Governance, as stipulated under regulations
procedures to ensure internal financial controls in all its establishments 17 to 27 and clauses (b) to (i) of regulation 46(2) and paras C and
and such policies and procedures adopted by the Company for D of Schedule V of the SEBI (Listing Obligations and Disclosure
ensuring the orderly and efficient conduct of its business, including Requirements) Regulations, 2015 (the Listing Regulations), is given
adherence to Company’s policies, the safeguarding of its assets, in Annexure-5 of this Report.
the prevention and detection of frauds and errors, the accuracy and DISCLOSURE POLICY
completeness of the accounting records, and the timely preparation
In line with requirements under regulation 30 of the Listing
of reliable financial information.
Regulations, the Company has framed a policy on disclosure of
The Audit Committee evaluates the Internal Financial Control material events and information as per the Listing Regulations,
system periodically. An effective communication/ reporting system which is available on our website at https://www.sirshadilal.com/
operates between the Units and Corporate Office to keep various corporate governance.
establishments abreast of regulatory changes and ensure compliances.
The details of the internal Financial control system and their LISTING ARRANGEMENT
adequacy are given in the report on Corporate Governance attached The shares of the Company are listed with the BSE Limited. The
at Annexure-5 of this Report. annual listing fee for the year 2023-24 has been paid to the Exchange.
CORPORATE SOCIAL RESPONSIBILITY (CSR) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN
The Company had constituted CSR Committee in the Board Meeting AT WORKPLACE (PREVENTION,PROHIBITION, AND
held on 08.08.2017 as the Company has earned profits more than 5 REDRESSAL) ACT, 2013
Crore in the preceding financial years. The Board of Directors of the The Company confirms that there is no complaint / case filed against
Company has approved the CSR Policy in the Board of Directors or pending with the Company during the financial year 2022-23.
meeting held on August 8, 2017. As per the provisions of Section
135 of the Companies Act 2013, there is no liability of the Company INDUSTRIAL RELATIONS
to spend in CSR Activity as the Company’s Average profits during The industrial relations remained generally cordial during the year
last three financial years are negative and its Net Worth is completely at both the plants of the Company.
eroded.
APPRECIATION
CONSERVATION OF ENERGY AND TECHNOLOGY
Your Director’s wish to place on record their sincere thanks and
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
appreciation for the devoted services rendered by the employees of
AND OUTGO the Company at all levels. We also place on record our appreciation
The particulars relating to energy conservation, technology to the Financial Institutions, Punjab National Bank, Zila Sahkari
absorption, foreign exchange earnings and outgo, as required to be Bank Ltd., Other Business Associates and Government Authorities
disclosed under section 134(3)(m) of the Companies Act, 2013 read for their valuable cooperation and support from time to time. We
with Companies (Accounts), Rules, 2014, are provided in Annexure-4 would also like to express our thanks to our Shareholders for their
of this Report. continued confidence in the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The performance of both the business segments of the Company
i.e. Sugar and Alcohol, for the year ended March 31, 2023
and current year prospects, as required under Regulation 34 of
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, has been detailed in
the “Management Discussion and Analysis Report” in the report on For and on behalf of the Board of Directors of
Corporate Governance attached at Annexure-5 of this Report. Sir Shadi Lal Enterprises Ltd.,
CORPORATE GOVERNANCE
The Company complies with all the mandatory requirements as Rajat Lal Udit Pat Singhania
stipulated under the SEBI (Listing Obligations and Disclosure Place: Shamli (Managing Director) (Chairman)
Requirements) Regulations, 2015 (the Listing Regulations). The Dated: 29.07.2023 (DIN 00112489) (DIN 07984594)
17
ANNEXURE ‘1’ TO DIRECTORS’ REPORT

SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, (f) The Securities and Exchange Board of India (Registrars to an
The Members Issue and Share Transfer Agents) Regulations, 1993 regarding
Sir Shadi Lal Enterprises Limited, the Companies Act and dealing with client;
Upper Doab Sugar Mills, Shamli (U.P.) (g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009; (Not Applicable to the Company
We have conducted the Secretarial Audit of the compliance
during the Audit Period);
of applicable statutory provisions and the adherence to good
corporate practices by Sir Shadi Lal Enterprises Limited (CIN: (h) The Securities and Exchange Board of India (Buyback of
L51909UP1933PLC146675) (hereinafter called “the Company”). Securities) Regulations, 1998; (Not Applicable to the Company
Secretarial Audit was conducted in a manner that provided us a during the Audit Period); and
reasonable basis for evaluating the corporate conducts/statutory (i) The Securities and Exchange Board of India (Listing
compliances and expressing our opinion thereon. Obligations and Disclosure Requirements) Regulations, 2015.
Based on our verification of the Company’s books, papers, minute (vi) Other laws specifically applicable to the Company:
books, forms and returns filed and other records maintained by the (a) Sugar Cess Act, 1982,
Company and also the information provided by the Company, its
officers, agents and authorized representatives during the conduct of (b) Food Safety and Standards Act, 2006,
secretarial audit, We hereby report that in our opinion, the Company (c) Essential Commodities Act, 1955, and
has during the audit period covering the financial year ended on (d) Sugar Development Fund Act, 1982
31st March, 2023 (“Audit Period”) complied with the statutory
We have also examined compliance with the applicable clauses of
provisions listed hereunder and also that the Company has proper
the following:
Board- processes and compliances - mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter: (i) Secretarial Standards (SS-1 & SS-2) issued by The Institute of
Company Secretaries of India; and
We have examined books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial (ii) The Listing Agreement entered into by the Company with BSE
Year ended on 31st March, 2023, according to provisions of: Limited.
(i) The Companies Act, 2013 (the Act) and the rules made During the period under review, the Company has complied with
thereunder; the provisions of the Act, Rules, Regulations, Guidelines, Standards,
etc. mentioned above.
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and
the rules made thereunder; We further report that the Board of Directors of the Company is
duly constituted with proper balance of Executive Directors, Non-
(iii) The Depositories Act, 1996 and the Regulations and bye-laws
Executive Directors and Independent Directors. The changes in
framed thereunder;
the composition of the Board of Directors that took place during
(iv) Foreign Exchange Management Act, 1999 and the rules and the period under review were carried out in compliance with the
regulations made thereunder to the extent of Foreign Direct provisions of the Act.
Investment, Overseas Direct Investment, External Commercial
Adequate notice is given to all directors to schedule the Board
Borrowings; (Not Applicable to the Company during the Audit
Meetings, agenda and detailed notes on agenda were sent at least
Period)
seven days in advance, and a system exists for seeking and obtaining
(v) The following Regulations and Guidelines prescribed under the further information and clarifications on the agenda items before the
Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): meeting and for meaningful participation at the meeting.
(a) The Securities and Exchange Board of India (Substantial Majority decision is carried through while the dissenting members’
Acquisition of Shares and Takeovers) Regulations, 2011; views are captured and recorded as part of the minutes.
(b) The Securities and Exchange Board of India (Prohibition of We further report that there are adequate systems and processes in
Insider Trading) Regulations, 2015; the Company commensurate with the size and operations of the
(c) The Securities and Exchange Board of India (Issue of Capital Company to monitor and ensure compliance with applicable laws,
and Disclosure Requirements) Regulations, 2009; (Not rules, regulations and guidelines.
Applicable to the Company during the Audit Period);
For RAHUL SAINI & CO.
(d) The Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014; (Not Applicable to the Company Secretaries
Company during the Audit Period);
RAHUL SAINI
(e) The Securities and Exchange Board of India (Issue and listing
of Debt Securities) Regulations, 2008; (Not Applicable to the Place: MEERUT Proprietor
Company during the Audit Period); Date: 10.06.2023 ACS 16716;C.P. No. 7009
18
‘ANNEXURE A’
To,
The Members
Sir Shadi Lal Enterprises Limited,
Upper Doab Sugar Mills
Shamli-247776 (U.P.)
Our Secretarial Audit Report for the financial year ended 31st March, 2023 of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion
on these secretarial records based on our audit.
2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the
contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial
records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and
happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. Our examination was limited to the verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with
which the management has conducted the affairs of the Company.
For RAHUL SAINI & CO.

Company Secretaries
RAHUL SAINI
Place: MEERUT Proprietor
Date: 10.06.2023 ACS 16716; C.P. No. 7009
19
ANNEXURE ‘2’ TO DIRECTORS’ REPORT

Form No. MGT 9
EXTRACT OF ANNUAL RETURN
As on financial year ended March 31, 2023
[Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company
(Management & Administration) Rules, 2014]
I. Registration & Other details :

1. CIN L51909UP1933PLC146675
2. Registration Date 13.01.1933
3. Name of the Company SIR SHADI LAL ENTERPRISES LIMITED
4. Category/Sub-category of the Company PUBLIC LIMITED
Upper Doab Sugar Mills,

SHAMLI 247 776 (UP)
5. Address of the Registered office & contact details Tel.No. 01398-250063
Website-www.sirshadilal.com
E-mail: udsm_shamli@sirshadilal.com
6. Whether listed company YES
M/s Alankit Assignments Ltd.,
Name, Address & contact details of the Alankit House, 4E/2, Jhanedewalan Extn. NEW DELHI 110 055
7.
Registrar & Transfer Agent, if any. Tel.No. 011-42541956 & 42541234
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)
S.No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of
1 SUGAR 10721 79
2 ALCOHOL 1101 21
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sl. Name and address of the Company CIN/GLN Holding Subsidiary/ % of shares Applicable Section
No. associate held
NIL
20
Annexure to Directors’Report Contd.....
II. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
(i) Category–wise Share Holding
No. of Shares held at the beginning of the No. of Shares held at the end of the % Change
year [As on April 1, 2022] year [As on 31-March-2023] during the
Category of Shareholders year
Demat Physical Total % of total Demat Physical Total % of total

Shares Shares
A. Promoters
(1) Indian
a) Individual/ HUF 3242884 3242884 61.770 3242884 3242884 61.770 –
b) Central Govt – – – – – – – – –
c) State Govt(s) – – – – – – – – –
d) Bodies Corp. – – – – – – – – –
e) Banks / FI – – – – – – – – –
f) Any other – – – – – – – – –
Sub Total (A)(1) 3242884 3242884 61.770 3242884 3242884 61.770 –
(2) Foreign
a) NRI Individuals – – – – – – – – –
b) Bodies Corp. – – – – – – – – –
c) Institutions – – – – – – – – –
d) Any Other – – – – – – – – –
Sub Total (A)(2) – – – – – – – – –
Total shareholding of Promoter (A) 3242884 3242884 61.770 3242884 3242884 61.770 –
B. Public Shareholding
1. Institutions – – – – – – – – –
a) Mutual Funds – – – – – – – – –
b) Financial Institutions/Banks 23228 23228 0.442 202 202 0.004 0.438
c) Central Govt. 129964 129964 2.476 129964 129964 2.476
d) State Govt(s) – – – – – – – – –
e) Insurance Companies – – – – – – – – –
f) Foreign Institutional Investors – – – – – – – – –
g) Foreign Venture Capital – – – – – – – –
–
Investors
h) Any Others (specify) – – – – – – – – –
Sub–total (B)(1):– 153192 153192 2.918 130166 130166 2.480 0.438
a) Bodies Corp. 272050 18676 290726 5.537 450383 18676 469059 8.934 (3.397)
i) Indian –
Central Govt. –
State Govt. –
HUF 37893 37893 0.722 37133 37133 0.707 0.015
b) Individuals – – – – – – – – –
i) Individual shareholders holding 635753 238549 874302 16.653 654962 215752 870714 16.585 0.068
nominal share capital upto Rs. 2 lakh
ii) Individual shareholders holding 547021 0 547021 10.419 416973 0 416973 7.942 2.477
nominal share capital in excess of
Rs 2 lakh
c) Others (specify) – – – – – – – – –
Non Resident Indians 100635 2277 102912 1.961 80610 2277 82887 1.579 0.382
Overseas Corporate Bodies – – – – – – – – –
Foreign Nationals – – – – – – – – –
Non Resident non repartirate 68 –– 68 .001 117 – 117 0.002 -0.001
21
Annexure to Directors’ Report Contd.....
Clearing Members 1002 -- 1002 .0190 67 – 67 0.001 0.018
Trusts – – – – – – – –
Foreign Bodies – D R – – – – – – – – –
Sub–total (B)(2):– 1594422 259502 1853924 35.312 1640245 236705 1876950 35.750 0.438
Total Public Shareholding 1747614 259502 2007116 38.230 1770411 236705 2007116 38.230
(B)=(B) (1) + (B)(2)
C. Shares held by Custodian for – – – – – – – – –
GDRs & ADRs
Grand Total (A+B+C) 4990498 259502 5250000 100 5013295 236705 5250000 100.000 –
IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
(i) Category–wise Share Holding
B) SHAREHOLDING OF PROMOTER
Shareholding at the beginning of the Shareholding at the end of the year

year (As on April 1, 2022) (As on March 31, 2023)
% Change
% Of % Of Shares in share
S. Shareholder’s Name No. of Shares % Of total Shares No. ofShares % Of total Pledged / holding
No. Shares of Pledged / Shares encumbered to during
the company encumbered of the total shares the year
to total company
shares
1 Sh. Rajat Lal 1332252 25.376 – 1332252 25.376 – –
2 Smt. Poonam Lal 575486 10.962 – 575486 10.962 – –
W/o Sh. Rajat Lal
3 Sh. Rahul Lal 5 – – 5 – – –
S/o Sh. Rajat Lal
4 Miss. Pooja lal 5 – – 5 – – –
D/o Sh. Rajat Lal
5 Sh. Vivek Viswanathan 1296004 24.686 – 1296004 24.686 – –
6 Smt. Radhika Viswanathan 39132 0.746 – 39132 0.746 – –
Hoon Sister of Sh. Vivek
Viswanathan
Total 3242884 61.769 – 3242884 61.769 – –
Change in Promoters’ Shareholding (please specify)
Shareholding Cumulative Shareholding

S. Particulars during the year
No.
% of total shares of % of total shares of
No. of shares No. of shares
the company the company
At the beginning of the year :
At the end of the year :
22
D) Shareholding Pattern of top ten Shareholders:
(Other than Directors, Promoters and Holders of GDRs and ADRs):
Shareholding at the beginning Cumulative Shareholding

of the year during the year
S. For Each of the Top 10 Shareholders
No. No. of shares % of total shares No. of % of total shares of
of the company shares the company
Investor Education & Protection Fund

1
Authority
At the beginning of the year 01.04.2022 129964 2.475 129964 2.475
At the end of the year 31.03.2023 129964 2.475 129964 2.475
2 Anushree Himanshubhai Shah
3 Uma Saran
At the beginning of the year 01.04.2022 0 0 0 0
4 P. Prabhakar Reddy

5 Arun Nahar
6 Mahendra Girdhari Lal
7 Madhulika Chandra

8 Raviraj Developers Limited
9 Atrun Fiscal Private Limited

10 Atrun Fiscal Private Limited
At the beginning of the year 01.04.2022 - - - -

Contd.....
23
E) Shareholding of Directors and Key Managerial Personnel
S. Shareholding of each Directors and Shareholding at the beginning of the year Cumulative Shareholdingduring the year
No. each KeyManagerial Personnel
No. of shares % of total shares of the No. of shares % of total shares of
company the company
Name of the Directors
1 Sh. Rajat Lal 1332252 25.376 1332252 25.376
2 Sh. Vivek Viswanathan 1296004 24.686 1296004 24.686
3 Sh. Rahul Lal 5 – 5 –
4 Smt. Radhika Viswanathan Hoon 39132 0.745 39132 0.745
Total 2667393 50.807 2667393 50.807
Shareholding of KMP Other than MD/Manager /WTD
Sh. Ajay Kumar Jain – – – –
Sh. Gajendra Kumar Sharma – – – –
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 (Ra. in Lakhs)
i) Principal Amount 12465.77 1974.35 95 14535.12
ii) Interest due but not paid 48.90 0.00 0.00 48.90
iii) Interest accrued but not due 277.26 0.00 0.00 277.26
Total (i+ii+iii) 12797.93 1974.35 95 14861.28
Change in Indebtedness during the financial year
* Addition 0 126.92 0 126.92
* Reduction 5505.79 0 1.4 5507.19
Net Change -5505.79 126.92 -1.4 -5380.27
Indebtedness at the end of the financial year
i) Principal Amount 7053.49 2101.27 93.6 9248.36
ii) Interest due but not paid 33.43 0.00 0.00 33.43
iii) Interest accrued but not due 205.22 0.00 0.00 205.22
Total (i+ii+iii) 7292.14 2101.27 93.6 9487.01
24
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole–time Directors and/or Manager:
Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

Name Sh. Rajat Lal Sh. Vivek Viswanathan Sh. Rahul Lal (Rs.)
SN.
Designation M.D. Jt. M.D. Jt. M.D.
1 Gross salary
(a) Salary as per provisions contained in 1512000 1386000 3000000 5898000
section 17(1)of the Income–tax Act, 1961
(b) Value of perquisites u/s 17(2) Income–tax 992800 910900 2047031 3950731
Act, 1961
(c) Profits in lieu of salary under 408240 374220 810000 1592460
section 17(3)Income– tax Act, 1961
2 Stock Option – – – –
3 Sweat Equity – – – –
4 Commission – – – –
– as % of profit
– others, specify…
5 Others, please specify – – – –
Total (A) 2913040 2671120 5857031 11441191
Ceiling as per the Act 60,00,000 60,00,000 60,00,000
B. Remuneration to other directors
Name of Directors
SN. Particulars of Remuneration Sh.Ravi Sh.Tanmay Sh. Udit Pat

Sharma Singhania Total
Malhotra
Fee for attending board

1 160000 160000 160000 480000
committee meetings
Commission – – – –
Others, please specify – – – –
Total (1) 160000 160000 160000 480000
Smt.
Other Non–Executive Radhika Sh. Neeraj
2 Directors Viswanathan Gupta
Hoon
Fee for attending Board
80000 80000 160000
committee meetings
Commission – – – –
Others, please specify – – – –
Total (2) 80000 80000 160000
Total (B)=(1+2) 240000 80000 160000 160000 640000
Total Managerial Remuneration – – – –

Overall Ceiling as per the Act – – – –
Contd.....
25
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Particulars of Remuneration Key Managerial Personnel
Name Sh. Gajendra Kumar Sh. Ajay Kumar Total Amount
S.No.
Sharma Jain (Rs.)
Designation CFO CS
1 Gross salary
(a) Salary as per provisions contained in section 620592 1201700 1822292
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, please specify – – –
Total 620592 1201700 1822292
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Section Brief Details of Authority Appeal made,
of the Description Penalty [RD / NCLT/ if any (give
Type Companies / Punishment/ COURT] Details)
Act Compounding
fees imposed
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
IL
Punishment
N
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding
For and on behalf of the Board of Directors of

Sir Shadi Lal Enterprises Ltd.,
Rajat Lal Udit Pat Singhania

Place: Shamli (Managing Director) (Chairman)
Dated: 29th July 2023 (DIN 00112489) (DIN 07984594)
26
ANNEXURE ‘3’ TO THE DIRECTORS’ REPORT

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are given below:
i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the
financial Year:
Sl. Name of Directors Commission Sitting Fee Salary Perquisite Others Total Ratio
No (Times)
A Median Employee 254348*
1 Sh. Rajat Lal NIL 1512000 1401040 2913040 11.45
2 Sh. Vivek Viswanathan NIL 1386000 1285120 2671120 10.50
3 Sh. Rahul Lal NIL 3000000 2857031 5857031 23.02
4 Smt. RadhikaViswanathan Hoon NIL 80000 80000 0.31
5 Sh. Neeraj Gupta NIL 80000 80000 0.31
6 Sh. Ravi Malhotra NIL 160000 160000 0.63
7 Sh. Tanmay Sharma NIL 160000 160000 0.63
8 Sh. Udit Pat Singhania NIL 160000 160000 0.63
Perquisites include HRA, Electricity & Fuel Charges, Medical reimbursement, Mediclaim and personal accident insurance premium,
Company’s Contribution to P.F
*Median salary of employee is the average of the median salary of officers and workers 254348.
ii) Percentage increase in remuneration of Directors / Key Management Personnels.
Sl. No. Name of Directors/KMPs % increase / (Decrease) in Remuneration
1 Sh. Rajat Lal, MD (.41)
2 Sh. Vivek Viswanathan, Jt. MD 0
3 Sh. Rahul Lal, Jt. MD (1.442)
4 Smt. Radhika Viswanathan Hoon, Director 0
5 Sh. Neeraj Gupta, Director 33.33
6 Sh. Tanmay Sharma, Director 0
7 Sh. Ravi Malhotra, Director 0
8. Sh. Udit Pat Singhania, Director 100
9. Sh. Ajay Kumar Jain, CS 0
10. Sh. Gajendra Sharma, CFO 0
The Percentage increase in median remuneration of Employees in the financial year is NIL
iii) Total No. of permanent employees as on 31.03.2023 was 698.
iv) The Explanation on the relationship between average increase in remuneration and Company Performance–The average increase in
remuneration cannot be compared with the revenue/profit of the Company, as the Company has accumulated losses, but it takes into
account the inflation rate in the market, and package offered by other Companies of Industry.
v) Comparison of remuneration of Key Managerial Personnel against the performance of the Company:
The average increase in remuneration cannot be compared with the revenue/profit of the Company as the Company is incurring losses
in past years, but it takes into account the inflation rate in the market as well as keeping in view remuneration package offered by the
other corporate houses of the industry and increase in the responsibility.
vi) Variation in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and
previous financial year:
Particulars 2022-23 2021-22 2020–21
Market Capitalisation (Rs. in Lacs) 9922.50 8974.88 1866.37
Price Earnings Ratio -3.35 -5.43 -1.31
Contd.....
27
vii) Price increase over decrease in the market quotations of the shares of the Company in Comparison to the rate at which the company
came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of
the company as at the close of the current financial year and previous financial year.
Public Offer (Buy Back) EGM

Particulars 31.03.2023 % Change
27th May, 1999 in Rs
Market Price (BSE) in Rs. 189 40 372.50
viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year
and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:
NO such differentiation was followed in giving the increment during the last financial year. The average increment in salary was on
the basis of individual performance.
ix) The Key parameters for any variable component of remuneration availed by the directors:
The Members had, at the AGM of the Company held on 30th September, 2002 approved payment of commission to the non– Executive
Directors within the ceiling of 1% of the net profits of the Company as computed under the applicable provisions of the Act. In case
of profit the said commission is decided each year by the Board of Directors. The Company has accumulated losses; hence no such
commission is paid during the year.
x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year:
The highest paid Director is the Joint Managing Director. No employee has received remuneration in excess of the Joint Managing
Director.
Affirmation that the remuneration is as per the Remuneration Policy of the Company.
The Company’s Remuneration Policy is based on the principle of internal equity, competence and experience of the employee and
industry standards. Through its compensation programme, the Company endeavours to attract, retain, develop and motivate a high
performance workforce and engaged workforce. The Company follows a compensation of Salary and perquisites on the basis of
individual performance through annual appraisal process and business performance. The Company affirms remuneration is as per the
Remuneration Policy of the Company.
STATEMENT CONTAINING INFORMATIONAS PER SECTION 197 READ WITH THE RULE
5(2) COMPANIES (APPOINTMENTAND REMUNERATION OFMANAGERIALPERSONNEL)
RULES 2014,ASAMENDED UP–TO–DATEAND FORMING PART OFDIRECTORS’REPORT
FOR THE YEAR ENDED 31ST MARCH, 2023.
Sl. Age/ Designation/ Qualification Experience Date of Remuneration Previous
No. Name Years Nature of Duties commencement paid (Rs.) Employer
(Years) of employment
1. Pradeep Kumar 57 Ex. (Unit Head) M.Sc. (Ag.) 32 11.06.2022 2863889 Bajaj
Hindusthan,
Palia
2. Sushil Kumar 51 G.M. (Cane) B.Sc. (Ag. & 26 15.08.2022 1310390 DSL,
A.H.) Agwanpur
3. Akhilesh 56 G.M.(Computer) M.Com. & 35 15.01.1996 1258030 Gangeshwar
Kumar Gupta PGDCA Sugar,
Deoband
4. Anupam Mishra 50 Sr. General B.Sc. & Dip. 24 10.09.2022 1253332 Simbhaoli
Manager In Industrial Sugar,
Fermentation Chilwaria
& Alcohol
Technology
5. Ajay Kumar 49 Company Secretary M.Com, CA 21 17.07.2017 1247767 Tikaula
Jain (Inter), Law/ Sugar Mills
CS Ltd.
6. Krishan Veer 54 A.G.M.(Elec.) Dip. in Elct. 28.6 29.07.2020 1199995 Bajaj
Singh Engg. Hindusthan,
Maqsoodapur
28
7. Vinay Kumar 58 Asstt. G.M. B.Sc., PG 36.5 20.05.2022 1108870 Piccadilly

(E.H.S.) Dip. in Ind. Agro Ind.
Pollution Ltd.
Control Bhadson
Mgm.,MBA in
Environment
& Dip. in Fire
Safety Engg.
8. Naresh Kumar 62 DY.G.M.(CANE) B.A. 39 03.01.2022 1050000 Upper Doab
Sugar Mills,
Shamli
9. Chirag Prasad 36 Sr. Manager B.Tech. 12.6 30.05.2022 1015312 Thermax Ltd.,
(Engineering) (Mechanical) Pune
10. Ashok Kumar 62 G.M. (Material) B.Com. 27.6 16.11.2021 950004 Upper Doab
Sharma Sugar Mills,
Shamli
i) EMPLOYED THROUGHOUTTHE FINANCIALYEARAND WERE IN RECEIPT OFREMUNERATION INAGGREGATE
OF NOT LESS THAN Rs. 1,02,00,000 PER ANNUM.
–NIL–
ii) EMPLOYED FOR PART OF THE FINANCIAL YEAR AND WERE IN RECEIPT OF REMUNERATION AT A RATE NOT
LESS THAN Rs. 8,50,000 PER MONTH.
–NIL–
iii) iii) EMPLOYED THROUGHOUT THE FINANCIAL YEAR OR PART THERE OF, WAS IN RECEIPT OF REMUNERATION
IN THATYEAR WHICH, IN THEAGGREGATE, ORAS THE CASE MAYBE,ATARATE WHICH, IN THEAGGREGATE,
IS IN EXCESS OF THAT DRAWN BY THE MANAGING DIRECTOR OR WHOLE TIME DIRECTOR OR MANAGER
AND HOLDS BY HIMSELF OR ALONG WITH THE SPOUSE AND DEPENDENT CHILDREN, NOT LESS THAN TWO
PERCENT OF THE EQUITY SHARES OF THE COMPANY
For and on Behalf of the Board of Directors of
Sir Shadi Lal Enterprises Ltd.

Place : Shamli Managing Director Chairman
Dated: 29th July, 2023 (DIN 00112489) (DIN 07984594)
29
ANNEXURE ‘4’ TO THE DIRECTORS’ REPORT

Information as per section 134 (3) (m) and forming part of the Directors’ Report for the year ended 31st March, 2023.
A. CONSERVATION OF ENERGY
1) ENERGY CONSERVATION MEASURES TAKEN:
Energy conservation is an on-going activity in the Company and the efforts to conserve energy through improved operational methods
and other means are continuing on a regular basis. Details of measures taken for energy conservation during the financial year 2022-23 at
the units are provided as below.
UPPER DOAB SUGAR MILLS
Rs. Nil expenditure incurred on energy Conservation during the year 2022-23
SHAMLI DISTILLERY & CHEMICAL WORKS
Rs. Nil expenditure incurred on energy Conservation during the year 2022-23
2) Additional investments and proposals, if Upper Doab Sugar Mills
any, being implemented for reduction of 1. Boiler automation with VFD addition will be done in existing boiler to improve
consumption of energy the working of Boiler and safety measures taken into consideration after consulting
with ISGEC Team..
2. Texmaco Boiler bank tube replacement with roof tube and screen tube as per
advice of Isgec team.
3. Air heater tube replacement of above mentioned boiler .
4. VKW 1 Economizer coil replacement.
5. Air heater tube replacement for both the VKW Boilers.
6. Installation of new continuous centrifugal machine against old damaged machine
to improve process parameters.
Shamli Distillery & Chemical Works
NIL
3) Impact of the measure at (1) & (2) above Upper Doab Sugar Mills
for reduction of energy consumption and After implementing above said work we can save power as well as fuel.
consequent impact on the cost of production. Shamli Distillery & Chemical Works
NIL
B. Technology Absorption
I) Technology absorption measures taken :
Research & Development (R&D) i) Upper Doab Sugar Mills
 Varietal balance – To avoid any future set back on account of mono variety i.e. Co 0238
1. Specific Areas : to promote Co15023, Co 0118 as new promising cane varieties.
 Future sustainability of Co 15023 Co 0118
 Cane varieties – Campaigning for healthy seed programme, rearing seed nurseries of
these varieties and phase out of Co 0238 gradually due to occuring of fungal disease
such as Red Rot & Smut.
 Crop age – Convince to growers for better return in Autumn planting, campaigning
to shift the cane planting in Autumn as well as maximized planting in Spring season
before wheat harvesting.
 Maximise the cane yield per unit area – We are educating to cane growerstowards wide
row planting
 Crop health – to protect the cane crop from borers, White Grub & Pokkah Boeng &
others fungel diseases.
 Soil health – Optimum use of fertilizers.
 Extension & communication strategy – To maximize the concept of wide row and spaced
planting, insuring the better crop health and future sustainability of Co 15023, Co 0118
or upcoming new variety also
ii) Shamli Distillery & Chemical Works
Nil
2. Benefits derived as a results of the above R & D i) Upper Doab Sugar Mills
 To maintain the area under early variety upto 100% for the season 2023-24.
 Supply of insect pest, disease & trash free quality cane to the factory thereby
maintaining quality of cane to optimum level
 In the season 2022-23, Pol in cane was 12.21. As we are focusing to cover
up maximum area by application of required fertilizers, sulpher & zink
sulphate etc. to increase Pol% cane, therefore we are hoping that Pol% in
cane would be 12.50% in coming season 2023-24.
 Reduction in supply of extraneous matter as per target 2.60%.
30
3. Expenditure on R & D: (Cane Development)

a) Capital Nil
b) Recurring Rs. 24.69 Lacs
c) Total Rs. 24.69 Lacs
d) Total R & D expenditure as a percentage of 0.0455 %
total turnover
4. Pollution Control measures in Sugar and i) Upper Doab Sugar Mills
Distillery Units 1. Installation of Sulfate removal system.
2. Upgradation of Aeration tank by installing diffuser with air pipe line network for better
treatment of Waste water .
3. Installation of skimmer for removal of oil and grease.
4. Mixing system in Equalization tank to equalize waste water and as per the direction of
CPCB.
5. Lagoon preparation work for storage of treated water from ETP.
ii) Shamli Distillery & Chemical Works
1. The Company had installed 36 TPH incineration boiler, and now we are burning brix
spent wash, which result in zero liquid/effluent discharge along with Baggase.
2. Bag filter will be used as a pollution controlling device.
5. Future plan of action Upper Doab Sugar Mills
Nil
II. Technology absorption, adaptation and innovation:
i) Efforts, in brief, made towards technology Upper Doab Sugar Mills
absorption, adaptation and innovation Nil
ii) Benefits derived as a result of the above Upper Doab Sugar Mills
efforts, e.g. product improvement, cost Extra revenue of about Rs. 11.50 crores per season from 2023-24 onwards which will help
reduction, product development, import to increase the net profit of the sugar unit and the quality of sugar will improve which will
substitution etc improve realization.
iii) In case of imported technology (imported
last five years reckoned from the beginning of
the financial year), following information may
be furnished:
a) Technology imported No technology has been imported during the last five years
b) Year of import
c) Has technology been fully absorbed?
d) If not fully absorbed, areas where this
has not taken place, reasons there for,
and future plans of action
C. FOREIGN EXCHANGE EARNINGS AND OUT GO

a) Activities relating to exports, initiative taken to increase exports, development of new The company did not make any export
export markets for products and services and export plans. during the year
b) Total Foreign Exchange used and earned
Used Nil
Earned Nil
For and on Behalf of the Board of Directors of
Place : Shamli Rajat Lal Udit Pat Singhania
Dated: 29th July, 2023 Managing Director Chairman
(DIN 00112489) (DIN 07984594)
31
ANNEXURE ‘5’ TO THE DIRECTORS’ REPORT ON CORPORATE

GOVERNANCE FORMING PART OF THE DIRECTOR’S REPORT
Corporate Governance is based on the principles of integrity, fairness, equity, transparency, accountability and commitment to
values. The detailed report on the Corporate Governance, as prescribed by SEBI and incorporated in Regulation 15 of SEBI (LODR)
Regulations 2015, is set out below:
(1) COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:
The Company continues to believe that good Corporate Governance is the function of adherence to ethical business practices and introduction
of value based systems and procedures in the organization. The Corporate Governance in this way shall usher in an era of enhancement
of intrinsic strength of the organization as also of its stakeholders. The Company further believes that such practices are founded upon
the core values of transparency, empowerment, accountability, Independent monitoring and environmental consciousness. The Company
makes its best endeavour to uphold and nurture these core values in all aspects of its operations.
(2) BOARD OF DIRECTORS: COMPOSITION AND CATEGORY:
The policy of the Company is to maintain optimum combination of Executive and Non–Executive Directors. The present strength of the
Board of Directors is 8, out of which 3 are Independent Directors. The Chairman of the Board is an Independent Director. The Board meets
the requirement of not less than one–third being Independent Directors. All the Directors inform the Company Secretary every year about
the Directorship / Chairmanship of the Board and Board Committee membership which they hold in other Companies. They also inform any
change as and when it takes place. Company Secretary places these disclosures before the Board. The category, composition, attendance of
each Director at the Board meetings / last Annual General Meeting and number of Directorship / Chairmanship and membership of Board
Committees in other Companies is given hereunder:
S. Attendance Attendance No. of other Membership/
No. Name Category at Board at Directorships Chairmanship in
meetings* last AGM Board Committees
of other Companies
Public Private Chairman Member
1. Mr. Udit Pat Singhania** Non-Executive 4 Yes – – – –
(Chairman) Independent
2. Mr. Rajat Lal Promoter, 4 Yes – – – –
Managing Director Executive
3. Mr. Vivek Viswanathan, Promoter, 4 Yes – – – –
Joint Managing Director Executive
4. Mr. Rahul Lal, Promoter, 4 Yes – – – –
Joint Managing Director Executive
5 Mr. Ravi Malhotra Non-Executive 4 Yes – – – –
Independent
6. Mr. Tanmay Sharma Non-Executive 4 Yes – – – –
Independent
7. Smt. Radhika Viswanathan Non-Executive 4 Yes – – – –
Hoon
8. Mr. Neeraj Gupta Non-Executive 4 Yes – 2 – –
*During the financial year 2022-23, 4 Board meetings were held on 30.05.2022,30.07.2022.12.11.2022,11.02.2023.
**Mr. Udit Pat Singhania was appointed as Chairmen vide circular resolution w.e.f. 18.08.2023 subject to shareholders approval in AGM
to be held on 25.09.2023.
Brief profile of all the Directors, nature of their expertise in specific functional area etc. are available on the Company’s website www.
sirshadilal.com
The composition and structure of the Board is reviewed regularly by the Board, keeping in mind its overall size, the balance between
Non–Executive, Independent and Executive Directors, age, experience and other attributes of the Directors, and changes in the Board
BOARD PROCEDURE:
All divisions / departments in the Company are encouraged to plan their functions well in advance, particularly with regard to matters
requiring discussions / approval / decisions in the Board and Committee meetings. All such matters are communicated to the Company
32
Corporate Governance Contd.....
Secretary in advance by the departments / divisions. The Company confidentiality of information, in order to foster a culture of
Secretary, in consultation with the Chairman, Managing Director good decision making.
and/ or Joint Managing Director, segregates the ones that can be 3. The Board of Directors provide strategic guidance to the listed
discussed and decided internally and ones that need to be put up entity, ensure effective monitoring of the management and is
before the Board. accountable to the listed entity and the shareholders.
The Board meets at least once in a quarter to review the quarterly 4. The Board of Directors set a corporate culture and the values
performance, operational performance and the financial results of the by which Executives throughout the Company shall behave.
Company. The Board and the Committee meetings are scheduled well
5. Members of the Board of Directors act on fully informed basis,
in advance and a calendar for these meetings in a year is circulated
in good faith, with due diligence and care, and in the best interest
at the beginning of the year. The notice and agenda of each meeting
of the listed entity and the shareholders.
along with supporting papers giving comprehensive information on
the agenda items is given in writing to each Director in advance. The 6. The Board of Directors encourage continuing – training of
agenda papers submitted to the Board clearly indicate what decision Directors to ensure that the members of Board of Directors are
is required. In special and exceptional circumstances, additional or kept up to date.
supplementary item(s) beyond the agenda are presented with the 7. Where decisions of the Board of Directors may affect different
permission of Chairman. shareholder groups differently, the Board of Directors shall treat
all shareholders fairly.
THE KEY FUNCTIONS AND RESPONSIBILITIES OF THE
8. The Board of Directors maintains high ethical standards and
BOARD ARE AS UNDER:
shall take into account the interests of stakeholders.
FUNCTIONS: 9. The Board of Directors exercise objective Independent
1. Reviewing and guiding on corporate strategy, major plans of judgment on corporate affairs.
action, risk policy, Annual budgets and business plans, setting 10. The Board of Directors consider assigning sufficient number
performance targets, monitoring implementation, overseeing of Non–Executive members of the Board of Directors, capable
major capital expenditures, acquisitions and divestments and of exercising Independent judgment, to tasks where there is a
reviewing financing plans and progress thereon. potential for conflict of interest.
2. Monitoring the effectiveness of the listed entity’s governance 11. The Board of Directors ensure that, while rightly encouraging
practices and making changes as needed. positive thinking, these do not result in over– optimism that
3. Selecting, compensating, monitoring and, when necessary, either leads to significant risks not being recognized or exposes
replacing Key Managerial Personnel and overseeing succession the Company to excessive risk.
planning. The Board’s Nomination & Remuneration Committee overseas the
4. Aligning Key Managerial Personnel and remuneration of Board Company’s nomination process for Directors and in that connection
of Directors with the longer term interests of the listed entity it identifies and reviews individuals qualified to serve as a Director
and its shareholders. on the Board.
5. Ensuring a transparent nomination process to the Board of The information as specified in Schedule–II, Corporate Governance
Directors with the diversity of thought, experience, knowledge, Part A of Regulation 17 (7) of SEBI (LODR) Regulation 2015
perspective and gender in the Board of Directors. is regularly made available to the Board. To enable the Board to
6. Monitoring and Managing potential conflicts of interest discharge its responsibilities effectively, the members of the Board
of management, members of the Board of Directors and are briefed at every Board meeting on the overall performance of
shareholders, including misuse of corporate assets and abuse the Company. In addition to matters statutorily requiring Board’s
in related party transactions. approval, all major decisions involving policy formulation, capital
7. Ensuring the integrity of the listed entity’s control systems, expenditure budgets, new investments, compliance with statutory/
accounting and financial reporting systems, including the regulatory requirements etc., are considered by the Board. The
Independent audit and compliance with the law and relevant Board has established procedures to periodically review reports on
standards. compliance of all laws applicable to the Company as well as steps
taken by the Company to rectify instances of non–compliance.
8. Overseeing the process of disclosure and communications.
The Chairman and/or Managing Director or Joint Managing Director
9. Monitoring and reviewing Board of Director’s evaluation
explains the proposal put up before the Board, the background and
framework.
the expectations of the proposal in the short as well as the long term
RESPONSIBILITIES: to contribute to the growth of the Company. If needed, a presentation
1. Members of the Board of Directors and Key Managerial is made by the concerned Executive and clarifications given. The
Personnel disclose to the Board of Directors whether they, Board then deliberates all these issues and comes to a decision. The
directly, indirectly, or on behalf of third parties, have a material Chairman encourages participation and considers the views of all
interest in any transaction or matter directly affecting the the Directors.
Company. Company Secretary records the Minutes of the proceedings of each
2. The Board of Directors and Senior management conduct meeting of the Board of Directors and Committees. The Minutes
Themselves so as to meet the expectations of operational recorded are self–explanatory and decisions arrived at the meeting are
transparency to stakeholders while at the same time maintaining properly recorded. Draft Minutes are circulated to all the members of
Contd.....
33
the Board/ Committee for their comments. The Minutes are entered making in conduct of professional work. The Code of Conduct
in the Minute Book within 15 days from conclusion of the meeting states that each individual in the organization must know and respect
and are confirmed at the subsequent meeting. existing laws, accept and provide appropriate professional views
Board decisions are promptly and clearly communicated to the and be upright in his conduct and observe corporate discipline. The
operating management for implementation. An action taken report said Code of Conduct has been circulated to all the Directors and
is submitted to the Board/Committee at the subsequent meetings till members of Senior management and the compliance of the same has
the decisions are fully implemented. been affirmed by them in respect of the financial year 2023-24 and a
declaration to that effect signed by the Managing Director is detailed
The Company Secretary, while preparing the agenda, notes on
below and forms part of this report. A copy of Code of Conduct has
agenda, Minutes etc. of the meeting(s), is responsible for and is
also been put on the Company’s website – www.sirshadilal.com
required to ensure adherence to all the applicable laws and regulations
including the Companies Act, 1956 / 2013 read with the Rules issued DECLARATION REGARDING COMPLIANCE OF CODE
there under, any amendment thereof and the secretarial standards OF CONDUCT
recommended by the Institute of Company Secretaries of India.
As provided under Regulation 17(5) of the SEBI (LODR)
DETAILS OFDIRECTORS SEEKING REAPPOINTMENTAT Regulations, 2015 with the Stock Exchanges, all Board members
THE ENSUING ANNUAL GENERAL MEETING: and Senior management personnel have affirmed compliance with
Sir Shadi Lal Enterprises Limited, Code of Business Conduct and
In respect of Directors seeking appointment or re–appointment,
Ethics for the year ended March 31, 2023.
the notice for the Annual General Meeting contains all the relevant
information, like brief resume of the Directors, nature of their
expertise in specific functional areas and name of the Companies in
which they hold Directorship and / or membership of any Committee
of the Board. For and on behalf of the Board of Directors of
CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR Sir Shadi Lal Enterprises Ltd.
MANAGEMENT TEAM:
Code of Conduct for the Directors as well as for the members of
the Senior management of the Company was adopted in the Board Rajat Lal Udit Pat Singhania
meeting held on 4th April, 2005 and amended subsequently from time Place: Shamli (Managing Director) (Chairman)
to time. The code is intended to serve as a basis for ethical decision Dated: 29.07.2023 (DIN 00112489) (DIN 07984594)
34
COMMITTEES OF THE BOARD

The Company has constituted following Board Level Committees:
(3) AUDIT COMMITTEE:
(a) Composition:
The Board has constituted Audit Committee consisting of following Directors:
Sr. Name Category Designation Attendance*
1. Mr. Udit Pat Singhania** Non-Executive Independent Director Chairman 4
2. Mr. Tanmay Sharma Non-Executive Independent Director Member 4
3. Mr. Neeraj Gupta*** Non-Executive Director Member -
4. Mr. Ravi Malhotra**** Non-Executive Independent Director Chairman 4
All the members of the Audit Committee are financially literate and more than one member possess accounting and related financial
management expertise. The concerned officials responsible for the finance function and the head of Internal audit are invitees to the Audit
Committee.
The Chairman of the Audit Committee attended the Annual General Meeting held on 26.09.2022 to answer shareholders’ queries. The
composition of the Audit Committee meets the requirements of section 177 of the Companies Act, 2013.
*During the year four meetings of Audit Committee were held on 30.05.2022,30.07.2022.12.11.2022,11.02.2023.
**Mr. Udit Pat Singhania was appointed as Chairmen of Audit Committee vide circular resolution w.e.f. 18.08.2023 subject to shareholders
approval in AGM to be held on 25.09.2023.
***Mr. Neeraj Gupta was appointed the member of the Audit Committee vide circular resolution w.e.f. 18.08.2023 subject to shareholders
approval in AGM to be held on 25.09.2023.
**** Mr. Ravi Malhotra ceased to be member of Audit Committee w.e.f. 18.08.2023.
(B) TERMS OF REFERENCE:
The Audit Committee has powers to investigate any activity within its terms of reference, seek information from any employee, obtain
outside legal or other professional advice and to secure attendance of outsiders with relevant expertise, if it considers necessary. The terms
of reference of the Audit Committee include exercising powers and discharge of functions as stipulated in Regulation 18 of SEBI (LODR)
Regulations 2015 read with Section 177 of the Companies Act, 2013.
The primary purpose of the Audit Committee is to monitor and provide effective supervision of the Company’s financial reporting processes
in order to ensure timely, accurate and proper disclosure and the transparency, integrity and quality of financial reporting. The Audit
Committee, besides other activities, reviews the quarterly / Annual financial results, Cost Auditors reports, capital expenditures, Internal
Auditor reports which thereafter are sent to the Board with recommendations.
The Audit Committee also reviews management discussion and analysis of financial conditions and results of operations, statement of
significant related party transactions, Directors’ responsibility statement included in the Board’s report in terms of clause (3c) of section
134 of the Companies Act 2013, appointments of Statutory Auditor, Cost Auditor, Chief Financial Officer and Chief Internal Auditor.
The role of Audit Committee is summarized hereunder:
1. Oversight of financial report process and the disclosure of its financial information to ensure that the financial statement is correct,
sufficient and credible.
2. Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company.
3. Approval of payment to Statutory Auditors for any other services rendered by them.
4. Reviewing with the management, the Annual financial statement and Auditors’ reports thereon before submission to the Board for
approval with particular reference to:
a) Matters being included in the Directors’ responsibility statement in the Boards’ report in terms of clause (c) of sub–section (3) of
section 134 of the Companies Act, 2013.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries involving estimates based on the exercise of judgment by management
d) Significant adjustments made in the financial statements arising out of audit findings.
e) Compliance with listing and other legal requirements relating to financial statements.
f) Disclosure of any related party transactions.
g) Qualifications in the draft audit report.
5. Reviewing with the management, the quarterly financial statements before submission to the Board for approval.
6. Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue,
Contd.....
35
preferential issue, etc.).
7. Review and monitor the Auditors’ Independence and performance, and effectiveness of audit process.
8. Approval or any subsequent modification of transactions of the Company with related parties.
9. Scrutiny of inter–corporate loans and investments.
10. Valuation of undertakings or assets of the Company, wherever it is necessary.
11. Evaluation of Internal financial controls and risk management systems.
12. Reviewing with the management, the performance of statutory and Internal Auditors, adequacy of the Internal Control Systems.
13. Reviewing the adequacy of Internal audit function.
14. Discussion with Internal Auditors of any significant findings and follow up thereon.
15. Reviewing the findings of any Internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity
or a failure of Internal Control Systems of a material nature and reporting the matter to the Board.
16. Discussion with statutory Auditors before the audit commences, about the nature and scope of audit as well as post–audit discussion
to ascertain any area of concern.
17. Look into the reasons for substantial defaults.
18. Review the functioning of the whistle blower mechanism.
19. Approval of appointment of CFO after assessing the qualifications, experience and background etc. of the candidate.
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
The Audit Committee also recommends the appointment of Cost Auditor pursuant to the notification no. 774 dated March 27, 2014 of
Government of India, Ministry of Corporate Affairs, New Delhi. The Audit Committee also ensures that the cost Auditor is free from any
disqualification u/s 148 read with sub section (3) or sub section (4) of section 141 of the Companies Act, 2013. The Audit Committee also
obtains a certificate from the cost Auditor certifying its Independence and arm’s length relationship with the Company.
(4) NOMINATION & REMUNERATION COMMITTEE:
a) COMPOSITION:
The Nomination & Remuneration Committee consisting of the following Non–Executive Independent Directors was constituted/ reconstituted
by the Board with agreed terms of reference to determine, on their behalf and on behalf of the shareholders, the Company’s policy on
specific remuneration package for Executive Directors. The Chairman of the nomination Committee is an Independent Director other than
Chairman of the Company.
S.No. Name Category Designation Attendance *
1. Mr. Tanmay Sharma Non-Executive Independent Director Chairman 1
2. Mr. Ravi Malhotra Non-Executive Independent Director Member 1
3. Mr. Udit Pat Singhania Non-Executive Independent Director Member 1
*During the year One meetings of Nomination & Remuneration Committee was held on 11.02.2023.
b) TERMS OF REFERENCE:
The terms of reference of the Nomination & Remuneration Committee is in accordance with section 178 of the Companies Act, 2013 and
Regulation 19 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 which, inter alia, includes, to formulate the
criteria for determining qualifications, positive attributes and Independence of a Director and recommend to the Board a policy relating
to the remuneration of the Directors, Key Managerial Personnel and other employees, formulate criteria for evaluation of Independent
Directors and the Board, Identifying persons who are qualified to become Directors and who may be appointed in Senior management in
accordance with the criteria laid down and recommend to the Board their appointment and removal.
c) REMUNERATION POLICY:
The Committee shall lay down the policy of remuneration to Directors, Key Managerial Personnel and Senior management which involves
a balance between fixed and incentive pay, reflecting short term and long term performance objectives appropriate to the working of the
company.
NON–EXECUTIVE DIRECTORS
On the recommendation of the Nomination & Remuneration Committee, the remuneration to the Non–Executive Directors is decided
and approved by the Board of Directors. The Non–Executive Directors are paid remuneration by way of sitting fees and commission
not exceeding the limits prescribed under the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rule, 2014.
The Non–Executive Directors are entitled to commission @ 1% of the net profit as approved by the shareholders and sitting fees
@ Rs.20,000/- w.e.f. 01.08.2014 for each meeting of the Board or any Committee thereof attended by them. All the Non–Executive Directors
are entitled for equal commission. Those who have worked for part of the year would be entitled for commission proportionately.
36
No commission was paid to the Non–Executive Directors during the year because of brought forward losses.
EXECUTIVE DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Nomination & Remuneration Committee frames and implements on behalf of the Board and on behalf of the shareholders, a credible
and transparent policy on remuneration of Executive Directors. The Nomination & Remuneration Committee also considers, approves and
recommends to the Board of Directors the designation and increase in salaries for the Executive Directors and Kmps, keeping in view the
remuneration package offered by the other Corporate houses of the industry. The policy, inter–alia, provides for the following:
- salary and commission not to exceed limits prescribed under the Companies Act, 2013.
- revision from time to time depending upon the performance of the Company, individual Director’s performance and prevailing industry
norms.
- no sitting fees.
The remuneration paid to the Executive Directors and Kmps of the Company is approved by the Board of Directors on the recommendations
of the Remuneration Committee.
Presently, as the Company does not have any scheme of stock option, the incentive by way of commission on profits is considered for the
Directors / Executive Directors in the remuneration package.
d) DETAILS OF REMUNERATION TO ALL THE DIRECTORS FOR THE YEAR ENDED MARCH 31, 2023
(1) NON–EXECUTIVE DIRECTORS
During the financial year, there was no pecuniary relationship or transaction between the Company and any of its Non-Executive Directors.
S. Commission Sitting Total Service Contract/Notice No.of

No. Name Category (Rs.) fee(Rs.) (Rs.) period/ Severance fees shares held
Non-Executive Not liable to retirement
1. Mr. Ravi Malhotra – 160000 160000 –
Independent by rotation
2. Mr. Tanmay Sharma – 160000 160000 –
3. Mr. Udit Pat Singhania – 160000 160000 –
4. Smt. Radhika Viswanathan Hoon Non-Executive – 80000 80000 Retirement by rotation 39132
5. Mr. Neeraj Gupta Non-Executive – 80000 80000 Retirement by rotation –

Total 640000 640000 –
(II) MANAGING AND WHOLE–TIME DIRECTORS
S. Salary Perquisites* Commission Total Service Period for

No. Name Category Contract/ Appointment
(Rs.) (Rs.) (Rs) (Rs.) Notice period/
Severance fees
Mr. Rajat Lal,
1. Executive 1512000 1401040 - 2913040 Contractual** 5 years
Managing Director
Mr. Vivek Viswanathan,
Joint Managing Director
Mr. Rahul Lal,
Joint Managing Director
Total 5898000 5543191 - 11441191
perquisites include house rent allowance, electricity & fuel charges, medical reimbursement, medi-claim and personal accident insurance
premium, company’s contribution to provident fund and superannuation fund.
** notice period is six calendar months, on either side.
I) KEY MANAGERIAL PERSONNEL OTHER THAN DIRECTORS
S. Service
Name Category Salary (Rs.) Perquisites* (Rs.) Commission (Rs) Total (Rs.)
No. Contract
1. Mr. Gajendra Kumar Sharma CFO 620592 - - 620592 Contractual
2. Mr. Ajay Kumar Jain CS 1201700 - - 1201700 Contractual
Total 1822292 - - 1822292
Contd.....
37
*Perquisites include Company’s contribution to Provident Fund. Social Responsibility Committee of the Board consisting of three
or more Directors out of which at least one Director shall be an
5. INDEPENDENT DIRECTORS’ MEETING: Independent Director. The Company has constituted CSR Committee
A meeting of the Independent Directors was held on 11.02.2023 to on 08.08.2017.
review the performance of Non Independent Directors / members
(a) Composition:
of the management without the attendance of Non Independent
Directors and the Board as a whole, on parameters of active The Board has constituted CSR Committee consisting of following
participation, effectiveness and to assess the promptness of flow of Directors:
information between the management and the Board.
S. Name Category Designation Attendance *
Mr. Ravi Malhotra, Chairman of the Independent Directors meeting, No.
placed the proceedings of the meeting before the Board of Directors. 1. Udit Pat Independent Chairman -
6. EVALUATION AND PERFORMANCE OF INDEPE- Singhania** Director
NDENT DIRECTORS:
The performance evaluation of the Independent Directors was done 2. Mr. Vivek Joint Member 1
by the Board, except the Directors being evaluated. The criteria Viswanathan Managing
adopted for performance evaluation were as follows: Director
ROLE & ACCOUNTABILITY 3. Mr. Rahul Joint Member 1

- Understanding the nature and role of Independent Directors’ Lal Managing
position. Director
- Understanding of risks associated with the business.
*The composition of the CSR Committee meets the requirements
- Application of knowledge for rendering advice to management of section 135 of the Companies Act, 2013. One meeting of CSR
for resolution of business issues. Committee was held on 11.02.2023.
- Offering constructive challenge to management strategies and **Mr. Udit Pat Singhania was appointed as Chairman of CSR
proposals. Committee vide circular resolution dated 18.08.2023 subject to
- Active engagement with the management and attentiveness to shareholders approval in AGM to be held on 25.09.2023.
progress of decisions taken. (b) TERMS OF REFERENCE:
OBJECTIVITY Formulating and recommending to the Board of Directors, CSR
Policy and indicating activities to be undertaken.
- Attendance and active participation.
1. Recommending the amount of expenditure for CSR activities.
- Knowledge of the working of industry, experience and related
issues. 2. Monitoring CSR activities from time to time.
- Understanding of risks associated with the business. CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR):
- Understanding the nature and Directors’ role. The CSR Committee has framed CSR Policy and the Board of
- Commitment to role & fiduciary responsibilities as a Board Directors of the Company has approved the policy in the Board of
member. Directors meeting held on 08.08.2017. The details of CSR policy
are as follows;
- Leadership & initiative.
Sir Shadi Lal Enterprises Limited firmly believes and lives the values
- Application of knowledge for rendering advice to management
of Corporate and Social Responsibility and pledges to sustain its
for resolution of business issues and competition challenges.
effort towards being responsible and accountable for its business
- Independent judgment. at all times. The Policy displays the Company and its employee’s
- Non–partisan appraisal of issues. commitment to the community we work with and the environment
- Compliance, due diligence and financial control from which we extract resources. We will ensure that our CSR
initiatives integrate social and environmental considerations into
- Safeguarding the interest of the Company and its minority our businesses apply to all our operations, is incorporated into our
shareholders. governance, management, business strategy, and daily decisions
- Non–partisan appraisal of issues. and actions.
- Compliance, due diligence and financial control Our vision is to actively contribute to the social and economic
- Safeguarding the interest of the Company and its minority development of the communities in which it operates. In so doing
shareholders. build a better, sustainable way of life for the weaker sections of
society and raise the country’s human development index.
7. CORPORATE SOCIAL RESPONSIBILITY (CSR) :
BASIC PRINCIPLES
As per section 135 of the Companies Act 2013 every Company
having net worth of Rs. Five hundred crore or more or turnover a) Striving towards improving accessibility to education amongst
of Rs. One thousand crore or more or a net profit of rupees five underprivileged communities.
crore or more during any financial year shall constitute a Corporate b) Promoting Education
38
c) Work for providing solutions to better and sustained livelihood, the society and women.
infrastructure development, healthcare, sanitation and hygiene 8. SHAREHOLDERS’ GRIEVANCE COMMITTEE/
and limiting/eradicating prevalent social issues like hunger, STAKEHOLDERS RELATIONSHIP COMMITTEE:
poverty and malnutrition in our community.
The Board of Directors has constituted the following Committees
d) Taking necessary steps for Ensuring environmental sustainability to look after the issues related to Shareholders:
e) Agriculture development and better farmer focus. a. Shareholders /Investors Grievance Committee/ Stakeholders
f) Efforts for reducing social and economic inequality Including Relationship Committee.
gender inequality. b. Share Transfer Committee.
g) Promoting Sports through various events. The Shareholders / Investors Grievance Committee looks after
h) Regular monitoring and implementation of this policy, maintaining cordial – relations with shareholders and other investors
outcomes of the initiatives and publicly report on the progress and oversees the mechanism for redressing of shareholders and
in a transparent and effective manner. investors complaints like non–receipt of Annual report, non–
i) Continually review of the CSR policy, business practices and receipt of declared dividend warrants and non-transfer of shares.
governance to encourage evolution. Share transfers / transmissions are approved by the Share Transfer
Committee and are placed at the Board meeting from time to time.
IMPLEMENTATION PROCESS A. COMPOSITION OF SHAREHOLDERS / INVESTORS
The projects identified for focus by the Company will emanate from GRIEVANCE COMMITTEE / STAKE HOLDERS
the core value of ‘support and participation in addressing societal RELATIONSHIP COMMITTEE:
and environmental concerns’. The projects will have solidified
with the participation of the business units, employees and the S. Name Category Designa- Attenda-
No. tion nce*
community they work with and the prioritization and focus areas
emerged as sustained livelihood, improved quality of life, rural 1. Mr. Tanmay Non- Chairman 1
development, education and empowerment of marginalized section Sharma Executive
of the community, especially women and children. Director
OPERATING MECHANISM 2. Mr. Vivek Joint Member 1
Viswanathan Managing
The company shall carry out the CSR activities: Director
1. Taking up the activities as detailed in its focus area directly; or Joint
3. Mr. Rahul Lal Member 1
2. Through a Registered Trust or a Registered Society or an Managing
outfit established by the company or its holding or subsidiary Director
or associate company under Section 8 of the Companies Act, During the year one meeting of Shareholder/Investor Grievances
2013 or otherwise; or
Committee was held on 11.02.2023. There was no investor complaint
3. Through a trust, society or company which is not established by
pending as on 31.03.2023.
the company or its holding or subsidiary or associate company,
having an established track record of at least three years in B. COMPOSITION OF SHARE TRANSFER COMMITTEE
undertaking similar programs or projects;
S. Name Category Designation Attendance*
Provided that the company shall specify the project or programs to
be undertaken through these entities, the modalities of utilization No.
of funds on such projects and programs and the monitoring and 1. Mr. Rajat Lal Managing Chairman 3
reporting mechanism.
Director
COMPANY’S FOCUS AREAS/ACTIVITIES:
Therefore, the causes in alignment with our businesses and values are: 2. Mr. Vivek Joint Member 3
Viswanathan Managing
1. Promoting Education
Director
2. Promoting Sports through various events
3. Good Agricultural Practices 3. Mr. Rahul Lal Joint Member 3
4. Model Village/Habitation Development Co-Community Managing
Development Director
5. Skill Development and Women Empowerment
*During the year three meeting of Share Transfer Committee
6. Health care: supporting various medical initiatives aiming at
were held on 27.06.2022, 26.08.2022 and 20.03.2023. Mr. Ajay
reducing mortality rate of children, regular health check– ups
Kumar Jain, Company Secretary, had been appointed as Secretary /
for poor’s including children in schools of neighboring regions,
Compliance officer of the Share Transfer Committee.
promoting preventive health care etc.
7. Contribution to the Prime Minister’s National Relief Fund or The Company has registered and delivered to the shareholders all
any other fund set up by the Central Govt. for socio economic the valid applications received for transfer / transmission / remat /
development and relief and welfare of the weaker section of split/ consolidation of shares during the year within the stipulated
Contd.....
39
time and there were no shares pending for transfer as on 31.03.2023. 3. 88th A.G.M. in 26.09.2022 Through 11.00
a) RISK MANAGEMENT COMMITTEE: respect of the Video A.M.
year 2021-22 Conferencing
The Board of Directors has constituted risk management In the last Annual General Meeting, the following resolutions
Committee comprising of following Directors /member: containing special business were passed through e-voting.
S. Name Category Designa- Attendance*
SPECIAL BUSINESS:
No. tion
5. To consider and, if thought fit, to pass, with or without
1. Mr. Rajat Lal Managing Member 1
Director
modification(s), the following resolution as an Ordinary
Resolution:
2. Mr. Vivek Joint Managing Member 1
Viswanathan Director “RESOLVED THAT pursuant to the provisions of Section 148
and all other applicable provisions of the Companies Act, 2013
3. Mr. Rahul Joint Managing Member 1 and the Companies (Audit and Auditors) Rules, 2014 (including
Lal Director any statutory modification(s) or re-enactment thereof, for the
4. Mr. Gajendra Chief Financial Member 1 time being in force), payment of remuneration as set out in the
Kumar Officer Statement annexed to the Notice convening this Meeting to Mr.
Sharma Rishi Mohan Bansal, Cost Auditors who was appointed by the
5. Mr. Ajay Company Member 1 Board of Directors of the Company on the recommendation of
Kumar Jain Secretary the Audit Committee to conduct the audit of the cost records of
During the year, one meeting of Risk Management Committee was the Company for the financial year ending 31st March, 2023
held on 11.02.2023. be and is hereby ratified and approved.”
(b) VIGILANCE COMMITTEE: “RESOLVED FURTHER that Sh. Rajat Lal, Managing
Director of the Company be and is hereby authorized to do
The Board of Directors has constituted a Vigilance Committee
all acts and take all such steps as may be necessary, proper or
comprising of following Directors/members:
expedient to give effect to this resolution”.
S. Name Category Designa-tion Attend- 6. To consider and, if thought fit, to pass, with or without
No. ance* modification(s), the following resolution as an Ordinary
1 Mr. Rajat Lal Managing Member 1 Resolution:
Director “RESOLVED THAT pursuant to the provisions of Section
2 Mr. Vivek Joint Managing Member 1 149, 150, 152 read with schedule IV and Section 161(1) read
Viswanathan Director with Companies (Appointment and Qualification of Directors)
Rules, 2014, and other applicable provisions, sections, rules of
3 Mr. Rahul Lal Joint Managing Member 1 the Companies Act, 2013 (including any statutory modifications
Director or re-enactment thereof for the time being in force), Mr. Udit
Pat Singhania (DIN 07984594), who was appointed as an
4 Mr. Gajendra Chief Financial Member 1
Additional Director of the Company by the Board of Directors
Kumar Sharma Officer
by Circular Board Resolution on 01.10.2021 and whose term
5 Mr. Ajay Company Vigilance 1 of office expires at this Annual General Meeting (‘AGM’)
Kumar Jain Secretary Officer and in respect of whom the Company has received a Notice in
writing from a Member under Section 160 of the Companies
*During the year one meeting of Vigilance Committee was held on Act, 2013 proposing his candidature for the office of Director,
11.02.2023 be and is hereby appointed as an Non-Executive Independent
10. GENERAL BODY MEETINGS: Director of the Company not liable to retire by rotation from
26.09.2022 to 25.09.2027.”
Location and time where last three Annual General Meetings
were held is given below: “RESOLVED FURTHER THAT Mr. Rajat Lal, Managing
Director of the Company be and is hereby authorized to do all
Sl. Particulars Date Location of Time such acts, deeds and things and to take all such steps as may be
No. of Annual the Meeting necessary, proper or expedient to give effect to this resolution.”
General
Meeting 7. To consider and, if thought fit, to pass, with or without
modification (s), the following resolution as a Special
1. 86th A.G.M. in 28.09.2020 Through 11.00 Resolution:
respect of the Video A.M.
year Conferencing “RESOLVED THAT in accordance with the provisions of
Sections 196, 197 and 203 read with Schedule V and all other
2019-20
applicable provisions of the Companies Act, 2013 and the
2. 87th A.G.M. in 27.09.2021 Through 11.00 Companies (Appointment and Remuneration of Managerial
respect of the Video A.M. Personnel) Rules, 2014 (including any statutory modification(s)
year 2020-21 Conferencing or re-enactment thereof for the time being in force), approval
40
of the Company be and is hereby given to re-appoint Mr. Vivek himself for re-appointment.
Viswanathan as Joint Managing Director for a further period 3. To appoint a Director in place of Mr. Rahul Lal, (DIN:
of five years w.e.f. 01.01.2023 to 31.12.2027 on the terms 06575738) who retires by rotation and being eligible, offers
& conditions and remuneration including commission and himself for re-appointment
perquisites as set out in the explanatory statement.”
“RESOLVED FURTHER THAT the Board of Directors modification(s), the following resolution as an Ordinary
of the Company be and is hereby authorized to vary the Resolution:
remuneration and perquisites including the monetary value
“RESOLVED THAT pursuant to the provisions of section
thereof as specified in the explanatory statement, to the
139,142 and other applicable provisions, if any, of the
extent the Board of Directors may consider appropriate,
Companies Act, 2013 and the Rules made thereunder, as
as may be permitted or authorized in accordance with the
amended from time to time; M/s Basant Ram & Sons, Chartered
provisions under the Companies Act, 2013 or Schedule
Accountants New Delhi be and is hereby appointed as Statutory
appended thereto, for the time being in force or any statutory
Auditors of the Company to hold office from the conclusion of
modification or re-enactment thereof and/or in rules or
this Annual General Meeting (88th Annual General Meeting)
regulations promulgated thereunder.”
till the conclusion of the 93th Annual General Meeting of the
8. To consider and, if thought fit, to pass, with or without Company to be held in the year 2027, at such remuneration
modification (s), the following resolution as a Special plus GST, out-of-pocket and traveling expenses, etc., as may
Resolution: be mutually agreed between the Board of Directors of the
“RESOLVED THAT in accordance with the provisions of Company and the Auditors.”
Sections 196, 197 and 203 read with Schedule V and all other
applicable provisions of the Companies Act, 2013 and the 11. OTHER DISCLOSURES:
Companies (Appointment and Remuneration of Managerial A. RELATED PARTY TRANSACTIONS
Personnel) Rules, 2014 (including any statutory modification(s)
There are no transactions of the company of material nature
or re-enactment thereof for the time being in force), approval
with promoters, Directors, management, subsidiaries or relatives
of the Company be and is hereby given to re-appoint Sh. Rahul
etc. which would have potential conflict with the interests of the
Lal as Joint Managing Director of the Company for a further
company at large. Attention of members is drawn to the related party
period of five years w.e.f. 01.07.2023 to 30.06.2028 on the
transaction with the related party in the main Directors report and
terms & conditions and remuneration including commission
note no. 50 in the financial statement.
and perquisites as set out hereunder.”
“RESOLVED FURTER THAT the Board of Directors of the B. DISCLOSURE OF ACCOUNTING TREATMENT IN
Company be and is hereby authorized to vary the remuneration PREPARATION OF FINANCIAL STATEMENTS
and perquisites including the monetary value thereof as In the preparation of the financial statements, the Company has
specified in the explanatory statement, to the extent the Board followed with Indian Accounting Standards (Ind AS) notified
of Directors may consider appropriate, as may be permitted under Section 133 of the Companies Act, 2013 (the Act)
or authorized in accordance with the provisions under the [Companies (Indian Accounting Standards) Rules, 2015] and
Companies Act, 2013 or Scheduled appended thereto, for the other relevant provisions of the Act. Accounting entries passed
time being in force or any statutory modification or re-enactment on the exercise of the judgment by the management are correct
thereof and/or in rules or regulations promulgated thereunder.” and reasonable.
C. RISK MANAGEMENT
modification(s), the following resolution as a Special
Resolution: To comply with the requirement of Companies Act 2013 and
Regulation 21 of SEBI (LODR) Regulations, 2015, the Board of
“RESOLVED that pursuant to section 188 and other applicable
Directors have approved the Risk Management Policy and constituted
provisions of the Companies Act, 2013 if any and regulation
a risk management Committee to monitor the implementation
23 of the SEBI (LODR) Regulations 2015, consent of the
thereof. Salient features of the Risk Management Policy are as under:
members of the Company be & is hereby accorded for related
party transactions made by the Company with the Directors, (i) Risk management is an intrinsic part of the strategic
Promoters and other related party at arm length Basis in the management of the Company.
ordinary Course of Business to the extent as decided by the (ii) Risk management process comprises of – identification of risks,
Board of Directors.” analyzing the same, deciding on the transfer or retention thereof
In the last Annual General Meeting, following resolutions and initiation of actions to mitigate the risks.
containing ordinary business were passed through e-voting: (iii) Risks faced by the Company are classified into External and
1. To receive, consider and adopt the Audited Financial Statements Internal risks.
as at 31st March 2022, Statement of Profit and Loss account (iv) The external risks cover the political environment risks,
for the year ended on that date together with the Reports of the government policies related risks, technological and product
Board of Directors and Auditors thereon. obsolescence risks.
2. To appoint a Director in place of Mr. Rajat Lal, (DIN: (v) The Internal risks cover the operating risks, financial risks,
00112489) who retires by rotation and being eligible, offers human risks, system risk, and credit risk.
Contd.....
41
RISKS IDENTIFICATION: Sugar price can be improved to some extent by producing bolder grain
The Board of Directors has identified following risks to the of Sugar. Further, there appears to be a realization by the government
Company: that a reasonable level of Sugar price is necessary for survival of both
the farmers and the Sugar industry.
EXTERNAL RISKS OR UNCONTROLLABLE RISKS
REGULATORY RISKS
(a) Raw Material Risk
(b) Sugar Price Risk I) ENVIRONMENTAL RISK
(c) Regulatory Risk The Industry & Company is subject to environmental regulations
(d) Cyclical Risk which are becoming more and more stringent and the Company may
be exposed to liability as a result of handling of hazardous materials.
(a) RAW MATERIAL RISK Recently, the Central Pollution Control Board (CPCB) has directed the
Sugarcane is the principal raw material used for the production of State Pollution Control Board to ensure zero liquid discharge in Sugar
Sugar. Business depends on the availability of Sugarcane and any plants and distilleries. It involves installation of advance process
shortage thereof adversely affects operations. A variety of factors technology with multi pressure distillation and integrated evaporator
beyond the Company’s control may contribute to a shortage of and incineration system in distillery unit. In the Sugar plants, the
Sugarcane in any given harvest period. Some of the main factors CPCB has directed to reduce waste water generation to 40 liters per
that could contribute to a shortage of Sugarcane are set forth below: ton of cane crush and installation of cooling tower. CPCB has also
i) Cane cultivation area and availability of irrigation facility. revised waste water generation to 200 liters for Sugar unit per ton.
The regulations of pollution control have become extremely stringent
ii) Availability of higher yielding crop.
along with time bound implementation plan and non–compliance
iii) Diversion from cane production to other cash crops. includes non-renewal of the Annual factory license especially in
iv) Diversion of Sugarcane to other industries like khandsari or distillery unit. It involves potential cost for installation of pollution
gur and to neighboring factories etc. control system in distillery and Sugar plants.
v) Adverse weather conditions, crop disease. RISK MITIGATION
vi) Cane procurement price declared by the state government and The only way to mitigate this risk is to follow the instructions of
/ or central government. pollution control Board. However, the cost of installation of pollution
vii) Cane price payment delays to the growers. control system is very high. Making huge investment in such systems
raises the cost of production resulting in substantially reduced margin
RISK MITIGATION
on sales. Moreover, borrowings from banks for investing in these
The risk can be mitigated by steps such as government encouragement equipment’s is very difficult due to accumulated losses and negative
for promotion of various irrigation schemes (lift irrigation, drip net worth still being faced by the Company due to financial crisis
irrigation, improved canal system etc.), cane development schemes, faced by the Sugar industry in recent years. The Company is however
improved infrastructure for road and communication, provision of continuing to take all measures to comply with the pollution control
better quality and higher yielding seeds as well as fertilizers and guidelines of the CPCB in both Sugar plant and distillery. In distillery
pesticides, prompt clearance of cane dues of farmers and steps to unit, the Company, while expanding its capacity from 70 klpd to 100
improve their goodwill by adoption of social development measures. klpd in the year 2021-22 had installed Incineration Boiler.
As regard cane procurement price by the state Govt. and / or central
Govt., this is a systems risk which cannot be alleviated unless the GOVERNMENT POLICY RELATED RISKS
Sugar cane price has linkage with the Sugar price on the basis
of established and recognized formula and the Govt. announces The Sugar industry is highly regulated and hence the Company
subsidy and relief to the Sugar industry to facilitate timely cane operates in a highly regulated environment. Central and State
price payment to the growers so that there is no fear among the Government policies and regulations are such as:
growers either for cultivation /agitation or for–diversion of the i) State Advised Price (SAP) and Fair Remuneration Price (FRP)
cane from area. for Sugarcane.
ii) Control on sale of molasses
(B) SUGAR PRICE RISK
iii) High weightage of Sugar in wholesale price index vis–à–vis
The price of Sugar has a significant impact on Company’s profits.
with other commodities
Like other agricultural commodities, Sugar is subject to price
fluctuations resulting from availability and price of raw material, These affect the agricultural sector and related industries and affect
weather, natural disasters, domestic and foreign trade policies, shift our operations and our profitability. Ethanol business is highly
in supply and demand and other factors beyond the Company’s dependent on government policy. Sugarcane price is controlled both
control. Additionally, 15% to 30% of the total global Sugar by the State and Central Governments.
production is traded on commodity exchanges which are speculative RISK MITIGATION
in nature and can adversely affect the global Sugar prices and in
turn the price of Sugar in domestic market. This is a systematic risk which cannot be alleviated unless the
Sugar cane price has linkage with the Sugar price on the basis of
RISK MITIGATION established and recognized formula. The government should revise
The Company is unable to mitigate this risk because it does not have minimum support price of Sugar as it revises for other crops like
control on the market forces and the regulatory prices. However, wheat paddy etc.
42
D. CYCLICAL RISK RISK MITIGATION

Being an agro based industry, the production and realization is very The lenders have generally been reluctant to take additional financial
much dependent on the monsoon and other environmental factors exposure in the Company mainly due to its low rating and due to
which are cyclic in nature. At the same time switchover of the farmers negative net worth. The Company has been working on improving
from Sugarcane to some other cash crops for better realization badly its operational and financial performance. The rating of the company
affect the industry. for the financial year 2022-23 was B+ and the company had assigned
the work of credit rating to Informerics Rating & Research Pvt. Ltd.
RISK MITIGATION and the same is awaited for the Financial Year 2023-24.
Although the Company has no control over the monsoon and other The Company has taken appropriate insurance policies for all its
environmental factors, the results can be better if proper irrigation assets and against all standard risks except earthquakes.
arrangements are made for the farmers which can be facilitated
through state Govt. agencies. 4. HUMAN RESOURCES RISK
2. CONTROLLABLE RISKS: THESE RISKS INCLUDE: The Company’s plants are located in Semi–rural area. This creates
a challenge firstly in recruiting high level professional skills and
1. Productivity risks secondly in retaining them.
2. Drawal rate risks
RISK MITIGATION
3. Management bandwidth risks
Company has developed appropriate human resources policies to
Apart from the external reasons, there are risks associated
attract skills and to retain them. Continuous learning represents
with operational limitations i.e. old plant & machinery and no
the cornerstone of the Company’s human resource policy. The
cogeneration facility, low recovery in comparison to the central and
Company has adopted a progressive human resource policy to meet
eastern region Sugar mills and higher conversion cost due to higher
the aspirations of employees. It organizes training programmes and
wage bill and higher maintenance cost.
motivates its employees to attain greater efficiency and competence
RISK MITIGATION leading to effective retention. Value–centric management helps
enhance loyalty. The Company provides various compensation
1. Selection of appropriate machinery and maintenance of the
packages and performance–based incentives. The Company is
same is critical for continuous operations during the crushing
committed to provide equal employment opportunities and working
season. The Company has consistently operated at an optimum
conditions for attracting and retaining best available talent ensuring
capacity of around 90% to 95% in most of the years.
cosmopolitan workforce and does not make any discrimination on
2. For mitigating the poor drawal risk, Company is focusing on any basis.
stable crushing rate and improving cane price payments.
However, it is getting constrained in its all out efforts due to 5. INTERNAL FINANCIAL CONTROL SYSTEMS AND
accumulated losses and negative net worth. THEIR ADEQUACY:
3. With its respected track record in the industry and professional The Company’s Internal Control System is aimed at proper utilization
work practices, the Company is able to hire and retain and safeguarding of the Company’s resources and promoting
appropriate talent. operational efficiency. The Internal audit function, which is an
important tool of Internal control process, is managed Internally by
4. The key recommendations of the Rangrajan Committee on
an in house Internal audit department. The Internal audit process
Sugar decontrol have garnered positive responses and are in
reviews the in–system checks, covering significant operational
line with industry expectations. The government has already
areas regularly. The Company’s Audit Committee is responsible
implanted a number of steps barring the cane pricing policy.
for reviewing the audit report submitted by the Internal Auditor
The linkage of the Sugarcane price with Sugar realization will
department. Suggestions for improvements are considered and the
bring in structural changes in the industry.
Audit Committee follows up on the implementation of corrective
5. The Company is working as various options for taking up small actions. The Audit Committee also invites the statutory and Internal
projects in Sugar unit, for improvement of Sugar quality, saving Auditors for regular meetings to ascertain their views on the adequacy
in steam & bagasse consumption, Sugar cane development and of Internal Control Systems. The Audit Committee keeps the Board
improvement in processes efficiency, which can be taken up in of Directors informed of its observations from time to time.
phases over a period for 2 to 3 years. The Company had already
expanded the capacity of its distillery unit from 70KL per day THE PRIME RESPONSIBILITIES OF THE INTERNAL
to 100KL per day. AUDIT DEPARTMENT ARE:
3. FINANCE RISK: 1. Coordination with various departments for planning and
executing audit work, discussion of draft audit reports with the
The industry is highly dependent on timely availability of working
auditee, obtain their comments on each observation, placing the
capital as well as long term finance at competitive rate of interest
audit report to the Audit Committee and following up on the
for day to day operation, timely cane payment, cane development
implementation of decisions taken by the Committee.
as well as modernization, technology development, expansion of
Sugar and distillery and installation of pollution control systems. 2. Presenting a detailed audit programme for next year to the Audit
Committee for approval at the beginning of the year.
Further there is also physical risk associated with the assets of
the Company due to loss by fire, riot, strikes, malicious damages, 3. Conducting regular audits as per the scope and timeline
thunderstorm, flood, theft, burglary, earthquake etc. approved by the Audit Committee.
Contd.....
43
4. Carrying on special investigations as per the request of of Regulation 29(1)(a) of the SEBI (LODR) Regulation, 2015, all
management and submission of the report to the management the data related to Quarterly financial results, Shareholding pattern
and the Audit Committee. etc. is posted on LISTING BSE and also on the Company’s website.
The website also provides the basic information about the Company
D) WHISTLE BLOWER POLICY / VIGIL MECHANISM
e.g. details of its business, financial information, compliance with
A Vigilance Committee has been constituted by the Board of Corporate Governance, contact information of the designated
Directors as per statutory provisions of section 177(9) & (10) of officials of the company who are responsible for assisting and
the Companies Act, 2013 and Regulation 22 of SEBI (LODR) handling investor grievances.
Regulations, 2015, of the Listing Agreement i.e. every listed
The information provided on the website is being updated regularly.
company or such class or classes of Companies, as may be
In pursuance of circular bearing no.17/2012 dated 21.04.2012 and
prescribed, to establish a vigil mechanism and formulate a whistle
18/2012 dated 29.04.2012 issued by the Ministry, various notices/
blower policy for Directors and employees to report genuine
documents (including notice calling Annual General Meeting,
concerns in such manner as may be prescribed, to report concerns
audited financial statements, Directors’ report, Auditors’ report, etc.)
about unethical behavior, actual or suspected fraud or violation
are being sent to the shareholders through electronic mode to the
of the company’s Code of Conduct or ethics policy which is
registered e–mail addresses of the shareholders.
applicable from 1st October, 2014.
The vigil mechanism under sub–section (9) of Section 177 of the MANAGEMENT DISCUSSION&ANALYSISANOVERVIEW
Companies Act, 2013, shall provide adequate safeguards against Company’s operations are broadly divided into two business
victimization of persons who use such mechanism and make segments i.e. “Sugar” and “Alcohol.” The by–product molasses is
provision for direct access to the Chairman of the Audit Committee used in the distilleries for manufacture of alcohol & ethanol. The
in appropriate or exceptional cases, provided that the details of segment–wise performance has already been reported vide note no.
establishment of such mechanism shall be disclosed by the company 51 of notes attached to the Annual accounts under report.
on its website and in the Board’s report. Segment–wise detailed management discussion and analysis is
E) THERE HAVE BEEN NO INSTANCES OF NON– stated below:
COMPLIANCE, PENALTIES, STRICTURES IMPOSED SEGMENT SUGAR (UNIT – UPPER DOAB SUGAR MILLS)
ON THE COMPANY BY STOCK EXCHANGE OR SEBI In the crushing season 2022-23, Sugar unit started crushing on
OR ANY STATUTORY AUTHORITY ON ANY MATTER 01.11.2022 and closed on 13.05.2023. The factory crushed 99.83
RELATED TO CAPITAL MARKETS DURING THE LAST lac/ quintals of cane at an average recovery of 10.15% producing
THREE YEARS. 10.13 lac / quintals of Sugar in 194 days of working.
F. LISTING AGREEMENT/ (LODR) COMPLIANCE: The last crushing season 2021-22, Sugar unit started crushing on
08.11.2021 and closed on 16.05.2022. The factory crushed 107.51
The Company has fully complied with all the mandatory requirement
lac/ quintals of cane at an average recovery of 9.63% producing
of SEBI(LODR) Regulations 2015 of the Stock Exchange. The
10.35 lac / quintals of Sugar in 190 days of working.
Company has submitted the quarterly compliance status report to
the BSE Limited within the prescribed time limit. The average cost of cane for the financial year 2022-23 was Rs.
359.96 per quintal as against Rs. 354.17 per quintal for the financial
F. Adoption of non–mandatory requirements of SEBI (LODR)
year 2021-22. The average Sugar realization during the financial
Regulations, 2015 is being reviewed by the Board from time to time.
year 2022-23 was Rs. 3428.10 per quintal as against Rs. 3319.86
The Company has adopted non–mandatory requirement of Regulation
per quintal during the financial year 2021-22
15 of SEBI (LODR) Regulations, 2015 viz. (i) Remuneration
Committee of the Board which has been constituted to recommend SEGMENT ALCOHOL (UNIT SHAMLI DISTILLERY &
/ review the remuneration package for the Executive Directors CHEMICAL WORKS)
(ii) Nomination Committee to consider proposals for searching,
During the financial year 2022-23, the distillery produced 205.60lac/
evaluating and recommending appropriate Independent Directors
BL of Rectified Spirit (RS) (last year 119.38 lac / BL).During the
and Non–Executive Directors to the Board, based on an objective
year 2022-23, fermentation efficiency was 88.85% (last year 89.05),
and transparent set of guidelines.
distillation efficiency was 98.03 % (last year 98.57 %). During the
B. SUBSIDIARIES: year 2022-23, the recovery from C Heavy Molasses was 23.07 AL/
The Company does not have any subsidiary. quintal and from B Heavy Molasses 25.10 AL/ quintal (last year
24.11 AL/ quintal).
12. MEANS OF COMMUNICATION: During the year 2022-23 Distillery unit incurred loss of
Newspaper publications: The Company’s Quarterly Half yearly/ Rs. 294.47 lacs. (last year profit Rs. 498.46 lacs).
Annual Financial results are normally published in the “Financial
Express in English and “Jansatta” in Hindi, Newspapers. The abstract SUGAR PRODUCTION AND CONSUMPTION:
of Quarterly/Half Yearly/Annual Financial results of the Company OPPORTUNITIES AND THREATS SUGAR PRICE:
are regularly submitted to the BSE Limited, where the shares of the
Company are listed. Global sugar industry overview
Website: The Company’s financial results are also displayed on the The global sugar market size reached 177.3 million tonnes in 2022
Company’s website – www.sirshadilal.com. As per the requirements and is anticipated to reach 196 million tonnes by 2028, exhibiting a
44
growth rate (CAGR) of 1.64% during 2023-2028. Global production The Government continued with most of the policies in the
of sugar reached 177.3 million tonnes against 173.5 million tonnes in current sugar season related to sugar and ethanol that had been
the previous season. Exports are projected higher as the drop in India announced in the previous years with the objective to support
is more than offset by higher exports from Brazil and Thailand. During sugar realisations and to ensure that farmers are paid on time.
the year under review, the global sugar consumption was estimated at
The following policies were sustained:
175.7 million tonnes, as compared to 173.8 million tonnes in 2021- 22
on account of growth in markets like China, Indonesia and Russia. SUGAR
Stocks are estimated lower as growth in global consumption exceeds • Fair & Remunerative Price (FRP) of sugarcane for the sugar
the rise in production. Higher exports from Brazil and Thailand are season 2022-23 was revised to R305 per quintal from R290
expected to offset the decline in India. Stocks are expected to remain per quintal in the previous season (linked to a basic recovery
at a low level as growth in global consumption surpasses production of 10.25%).
growth. This would lead to a global surplus of 1.6 million tonnes as
• State Advised Price (SAP) of sugarcane for the state of Uttar
compared to deficit of 0.3 million tonnes last year
Pradesh for the sugar season 2022-23 was kept same at R350
CANE PRICE: per quintal (for early maturing variety of sugarcane).
The cane price during the crushing season 2022-23 was Rs 350 per • Central Government announced export quota of 61 Lakh tonnes
quintal. for the sugar season 2022-23 based on expected production
(net of sugar sacrifice for Ethanol) after considering minimum
OUTLOOK AND CHALLENGES BEFORE THE SUGAR closing inventory of 2.5 months of consumption.
INDUSTRY: • Duty structure on export and import of sugar remained same
India began the sugar season 2022-23 (October to September) as per last year.
with an opening inventory of around 7.0 MMT (Metric Million • Along with MSP, stock holding limits on mills in the form
Tonnes), restated from 5.5 MMT by Government of India. Sugar of maximum monthly sale quotas continued.The policy
production for the current season is estimated at 32.8 MMT, interventions by the Government have been supportive
around 3.0 MMT lower than the previous season’s production keeping in mind the health of the sugar sector. Still some
of 35.8 MMT. Current year’s production estimate is net of measures are of importance to enable the industry to become
sugar sacrifice of around 4.0 MMT towards Ethanol (last year self-sufficient.
3.4 MMT).
• Increase the Minimum Selling Price (MSP) of sugar (which
Maharashtra, Uttar Pradesh (UP) and Karnataka as usual is a part of policy) to H38 per kg to cover all India average
remains the three largest sugar producing states and are production cost of sugar.
expected to produce ~10.5 MMT, 10.5 MMT and 5.8 MMT
of sugar in the ongoing season in comparison to the previous ETHANOL
season’s production of 13.7 MMT, 10.2 MMT and 6.2 MMT Ethanol prices are announced annually by the Central Government
respectively. based on a formula, which factors in the price of sugar and FRP of
The reason for lower production in Maharashtra is owing to sugarcane to calculate ethanol procurement prices. Ethanol prices are
higher ratoon crop and uneven distribution of rainfall resulting delinked from crude or petrol prices. Ethanol prices for the supply
in lower production. Uttar Pradesh is expected to produce period from December 2022 to October 2023 were increased to
marginally higher sugar than last year on account of higher R65.61, R60.73 and R49.41 per BL for ethanol produced from direct
acreage and better yield. cane juice/sugar syrup, B-heavy molasses and C-heavy molasses
In Karnataka likewise Maharashtra, lower yield led to lower routes respectively compared to R63.45 , R59.08, R46.66 per BL in
production. Sugar exports in the current season is expected to be the previous period (December 2021 to November 2022).
around 6.1 MMT as compared to 11.1 MMT in previous season. • The pricing methodology for ethanol remained unchanged.
The domestic demand for sugar is expected to be around 28.0 • A lower GST of 5% on ethanol.
MMT as compared to 27.4 MMT in the previous season. The • The Oil marketing companies announced differential prices
demand of 28.0 MMT will be a new record for the Indian sugar for ethanol produced from damaged/surplus food grains. For
industry. As a result, the carry forward stock of sugar in the the supply period from December 2022 to October 2023
country as on 30th September 2023, is expected to be around price for ethanol from damaged foods grains was raised to
5.7 MMT or around two and half months of consumption. R55.54 per BL from R52.92 per BL and price of ethanol
Domestic sugar prices for UP based millers ranged between from FCI surplus rice was increased to R58.50 per BL from
R33.00 and R36.00 per kg through the course of the year. R56.87 per BL in the previous period (December 2021 to
There is worry on monsoon as El Nino fear is looming November 2022).
large across the Indian sub-continent and according to India • Soft loans are encouraged through banks for Commissioning
Meteorological Departmet (IMD), major region that may get new distillery capacities or augmentation of existing capacities,
impacted are Maharashtra and partly Karnataka. which could facilitate higher ethanol production and reduce
However, there is enough availability for domestic consumption the sugar surplus through the diversion of B-heavy molasses
post sacrifice for Ethanol which would still warrant the country and direct cane juice/sugar syrup to ethanol as well as for
to export the surplus of sugar in order to maintain the inventory production of Ethanol from damaged/surplus foodgrains.
at similar levels. • In order to increase ethanol blending percentage, more and
Contd.....
45
more Ethanol is required to be produced by Sacrificing sugar. level of returns on investment.
To achieve higher sacrifice of sugar, syrup/juice-based Ethanol 14. GENERAL SHAREHOLDERS INFORMATION:
capacities needs to be Created which requires higher capital
investment. For that Ethanol prices to be set right to have desired a) Annual General Meeting:
Date, time and venue of next Annual : 25th September, 2023 at 11.00 a.m. (through Video Conference/
General Meeting other Audio Visual means)
b) Financial Calendar (2023–2024) :
Financial reporting for the quarter ending upto 14th August, 2023
30th June, 2023
Financial reporting for the quarter : upto 14th November, 2023
ending 30th September, 2023
Financial reporting for the quarter : upto 14th February, 2024
ending 31st December, 2023
Financial reporting for the quarter ending : 30th May, 2024
31st March, 2024
c) Date of Books closure : 19th September, 2023 to 25th September, 2023 (both days inclusive)
d) Dividend payment date : NIL
e) Listing on Stock Exchange : BSE Ltd. 25th Floor, P.J. Tower, Dalal Street, Mumbai – 400 001.
The Company has paid the listing fee to BSE Ltd. for the Financial year 2023-24.
f) Stock Code : 532879 of BSE Ltd.
g) Corporate Identity Number (CIN) : Our Corporate Identity No. is L51909UP1933PLC146675, allotted by the Ministry of
Company Affairs, Government of India and our Company Registration No. is 146675.
(Old registration number was 9509.)
MARKET PRICE DATA:
The Market Price Data and Volume from 1st April, 2022 to 31st March, 2023 on the BSE Ltd, Mumbai is given below:
Month High (Rs.) Low (Rs.)
April, 2022 314.95 155.00
May, 2022 267.90 210.45
June, 2022 244.90 168.50
July, 2022 192.00 160.35
August, 2022 178.00 145.05
September, 2022 174.60 120.00
October, 2022 141.00 113.75
November, 2022 137.80 107.05
December, 2022 199.95 117.10
January, 2023 191.05 135.50
February, 2023 142.25 118.35
March, 2023 137.55 118.30
46
i) BSE Sensex, Crisil Index etc : Performance of share price of the Company in comparison to BSE Sensex during the period 01–04–2022
to 31–03–2023 is given below:
SSLEL
High (Rs.) Low (Rs.)
350
300
250
200
150
100
50
0
22
23
22
22
22
22
23
22
23
22
22
22
20
20
20
20
20
20
20
20
20
20
20
20
Y,
,
,
E,
R,
R,
,
,
,
R,
,
R,
RY
IL
RY
LY
H
ST
A
BE
BE
BE
BE
RC
PR
JU
A
M
A
JU
U
EM
EM
U
EM
G
A
A
N
CT
BR
M
U
JA
PT
V
A
EC
O
FE
O
SE
D
N
j) Registrar & Transfer Agent : M/s Alankit Assignment Ltd., Alankit House, 4E/2, Jhandewalan Extension, New Delhi– 110 055
have been acting as the Registrar and Share Transfer Agent for shares of the company.
k) Share Transfer System : The transfer of shares in physical form is processed by the Secretarial Department of the Company
on the basis of data forwarded by the Share TransferAgent, M/s Alankit Assignment Ltd. within the
prescribed time. The Share Transfer Committee/Board of Directors approves transfer of shares in
physical form, transmission of shares, transposition of name, consolidation/split of share Certificates,
remat of shares and issue of duplicate share certificates in lieu of the lost/misplaced share certificates.
The Share Transfer Committee of the Board of Directors meet as and when required to consider and
approve the share transfer transmission applications.
In case of shares in Electronic form the transfers are processed through Share Transfer Agent by
NSDL/CDSL through respective Depository participants and the details on a regular basis are placed
before the Share Transfer Committee of the Board of Directors.
DISTRIBUTION OF SHAREHOLDING AND SHAREHOLDING PATTERN AS ON 31.03.2023
(I) PAN CONSOLIDATED DISTRIBUTION OF SHAREHOLDING:
Total Physical Demat Both
Category Cases % Shares % Cases Share Cases Share Total
1-500 2128 86.01 149262 2.84 464 44360 1705 104902 41
501-1000 135 5.46 94109 1.79 46 29192 89 64917 0
1001-2000 83 3.35 118563 2.26 18 23375 65 95188 0
2001-3000 27 1.09 67355 1.28 6 14834 21 52521 0
3001-4000 15 0.61 51794 0.99 1 3492 14 48302 0
4001-5000 17 0.69 77848 1.48 2 8401 15 69447 0
5001-10000 21 0.85 143416 2.73 3 26946 18 116470 0
10001-above 48 1.94 4547653 86.62 6 86105 42 4461548 0
Total 2474 100.00 5250000 100.00 546 236705 1969 5013295 41
Contd.....
47
SHAREHOLDING PATTERN:
Physical Form Demat Form Total

No. of
(%age) No. of Shares (%age) No. of Shares (%age)
Shares
A. Promoters’ Holding
1. Indian Promoters – – 3242884 61.770 3242884 61.770
2. Foreign Promoters – – – – – –
Total (A) – – 3242884 61.770 3242884 61.770
B. Non–Promoters Holding
(i) Institutional Investors
1. Mutual Funds and UTI – – – – – –
2. Banks, Financial Institutions, Insurance Companies,
(Central/State Government Institutions, Non- 202 .004 202 .004
Government Institutions) – –
3. FIIs – – – – – –
Sub–total (B–i) – – 202 .004 202 .004
(ii) Non–Institutional
1. Private Corporate Bodies 18676 0.355 450383 8.579 469059 8.934
2. Indian Public 215752 4.109 1071935 20.418 1287687 24.527
3. NRIs 2277 0.043 80610 1.536 82887 1.579
4. Clearing Member - - 67 0.001 67 0.001
5. Resident HUF - - 37133 0.707 37133 0.707
6. IEPF - - 129964 2.476 129964 2.476
7. Overseas Corporate Bodies - - 117 0.002 117 0.002
Sub Total (B–ii) 236705 4.507 1770209 33.719 2006914 38.226
Total (B) 236705 4.507 1770411 33.723 2007116 38.230
Grand Total (A+B) 236705 4.507 5013295 95.493 5250000 100.00
(m) DEMATERIALIZATION
The Shares of the Company can be held in dematerialized mode with National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL).The ISIN No. of the Company is INE 117 H 01019. As on 31.3.2023, 95.49% of the Equity Shares of
the company were in dematerialized form and the balance 4.51% shares in physical form.
STATUS OF DEMATERIALIZATION AS ON MARCH 31, 2023
Particulars No. of Shares % of Total Capital No. of Accounts
National Securities Depository Limited 3588549 68.35 1440
Central Depository Services (India) Limited 1424746 27.14 1155
TOTAL DEMATERIALIZED 5013295 95.49 2595
PHYSICAL 236705 4.51 4552
GRAND TOTAL 5250000 100.00 7147
n) Outstanding GDRs/ADRs/ warrants or any convertible Instruments, Conversion Dates and likely impact on equity
The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments.
48
EQUITY SHARES IN THE SUSPENSE ACCOUNT

In terms of Clause 5A(I) of the Listing Agreement, the Company reports the following details in respect of equity shares lying in the
suspense account which were issued to the shareholders of the Company:
Number of Number of equity
shareholders shares
Aggregate Number of shareholders and the outstanding shares in the suspense 141 27524
account lying as on April 1, 2022
Number of shareholders who approached the Company for transfer of shares from 0 0
suspense account during the year
Number of shareholders to whom shares were transferred from the suspense account 0 0
during the year
Aggregate Number of shareholders and the outstanding shares in the suspense 141 27524
account lying as on March 31, 2023
No share was transferred from the suspense account to the shareholders’ accounts, during the year.
The voting rights on the shares outstanding in the suspense account as on March 31, 2023 shall remain frozen till the rightful owner of
such shares claims the shares.
p) Plant Location
Address for Correspondence Registered Office Share Transfer Agent
Upper Doab Sugar Mills M/s. Alankit Assignments Ltd.,
Shamli- U.P.-247776 Alankit House’ 4E/2,
Telephones: 01398-250064 Jhandewalan Extn.
Fax: 01398-250032 New Delhi–110 055
Telephones: 011–23541234, 011–42541234
Fax: 011–42540064
Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participants.
r) Secretarial Auditor : As a measure of good Corporate Governance practice, the Board of Directors
of the Company appointed M/s Rahul Saini & Co., Company Secretaries, to
conduct the Secretarial Audit for the financial year ended March 31, 2023.
s) Secretarial Audit for reconciliation of capital : As stipulated by SEBI, a Practicing Company Secretary carries out Reconciliation
of Share Capital Audit to reconcile the total admitted capital with National
Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) and the total issued and listed capital. This Audit is carried out
every quarter and the report thereon is submitted to the Stock Exchange where
the shares of the Company are listed.
The said Audit Reports confirm that the total issue / paid up capital is in
agreement with the total number of shares in physical form and the total number
of dematerialized shares held with NSDL and CDSL.
15. Compliance officer : Mr. Ajay Kumar Jain is the Compliance officer for complying with the
requirement of SEBI (LODR) Regulations 2015 with the BSE Limited.
16. Compliance Certificate of the Auditors : The Secretarial Auditors have certified that the Company has complied with the
conditions of Corporate Governance as stipulated in (LODR) Regulations, 2015
and the same is annexed to the Directors’ Report on Corporate Governance.
The certificate from the Secretarial Auditors will be sent to the listed Stock
Exchanges along with Annual Report of the Company.
17. CEO/CFO Certification : Pursuant to SEBI (LODR) Regulations, 2015, the CEO/CFO have submitted the
desired certificate to the Board of Directors & the same has been taken on record
by the Board of Directors in their meeting held on 29.07.2023
For and on behalf of the Board of Directors of

Place: Shamli (Managing Director) (Chairman)
Dated: 29th July, 2023 (DIN 00112489) (DIN 07984594)
49
CEO / CFO CERTIFICATION
The Board of Directors

Sir Shadi Lal Enterprises Limited
Shamli- U.P. -247776
Reg.: Financial Statements for the year ended 31st March, 2023–Certification by Managing Director/CEO and Chief Financial Officer
We, Rajat Lal, Managing Director/CEO and Gajendra Kumar Sharma, CFO of Sir Shadi Lal Enterprises Limited, do hereby certify that
to the best of our knowledge and belief:
A. We have reviewed the Balance Sheet as at 31st March, 2023, Statement of Profit & Loss for the year ended on that date along with its
Notes, Notes to Accounts and the Cash Flow Statement for the year and that to the best of our knowledge and information, confirm
that:
i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting
standards, applicable laws and regulations
B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent,
illegal or violative of the Company’s Code of Conduct.
C. We accept responsibility for establishing and maintaining Internal Control Systems for financial reporting and that we have evaluated
the effectiveness of the Internal Control Systems of the Company pertaining to the financial reporting and we have disclosed to the
Auditors and the Audit Committee, deficiencies in the design or operation of such Internal controls, if any, of which we are aware
and the steps we have taken or propose to take to rectify these deficiencies.
D. We have indicated to the Auditors and the Audit Committee of the Company, the following:
i) Significant changes in Internal control over financial reporting during the year
ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial
statements
iii) Instances of significant fraud , of which we have become aware, and the involvement therein, if any, of the management or an
employee having a significant role in the Company’s Internal Control System over financial reporting
Place : Shamli Gajendra Kumar Sharma Rajat Lal

Dated: 29th July, 2023 Chief Financial Officer Managing Director (CEO)
50
CERTIFICATE ON CORPORATE GOVERNANCE
To,
The Members of Sir ShadiLal Enterprises Limited
Upper Doab Sugar Mills Shamli - U.P. 247776
We have examined the compliance of the conditions of Corporate Governance by Sir Shadi Lal Enterprises Limited (“the Company”) for
the year ended 31st March 2023 regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and paras C and D of Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations). The compliance of conditions of
Corporate Governance is the responsibility of the management. Our examination was limited to review of the procedures and implementation
thereof, adopted by the Company for ensuring the compliance with the conditions of the Corporate Governance. It is neither an audit nor
an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and representations made by the Directors
and the Management, we certify that the Company has complied, in all material respects, with the conditions of Corporate Governance as
stipulated in above mentioned Listing Agreement/Listing Regulations, as applicable.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the management has conducted the state of affairs of the Company.
For Rahul Saini & Co.

Company Secretaries
RAHUL SAINI
Proprietor ACS 16716 C.P. No.7009
Place: Meerut
Date: 29th July, 2023
DECLERATION BY THE CHIEF EXECUTIVE OFFICER / MANAGING DIRECTOR
[Regulation 34 (3) read with schedule V (Part D) of the SEBI (Listing Obligation and Disclosure requirements) Regulation, 2015]
1, Rajat Lal Managing Director and CEO of Sir Shadi Lal Enterprises Ltd. here by declare that all the members of Board of Drectors and
senior management have affirmed complance with the Code of Conduct of Board of Directors and Senior Management of the Company.
Place: Shamli Rajat Lal

Date: 29th July, 2023 Managing Director and CEO
51
INDEPENDENT AUDITORS’ REPORT

TO
THE MEMBERS OF
Report on the Standalone Ind AS Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Sir Shadi Lal Enterprises Limited (“the Company”) which comprises
the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of
Changes in Equity and the statement of cash flows for the year then ended, and notes to the financial statements, including a summary
of significant accounting policies and other explanatory information (here in after referred to as “the standalone financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements
give the information required by the Companies Act,2013 (“the Act”) in the manner so required and give a true and fair view in conformity
with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015 as amended (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as
at March 31, 2023, and the loss, and total comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for
the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements
of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and informing our
opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key
audit matters to be communicated in our audit report.
Sr.No Key Audit Matters Auditor’s Response
The net worth of the company has since been eroded on account Material Uncertainty relating to Going Concern:
of operational losses, incurred by the company up to the F.Y.
Attention is invited to note no-55 of the financial
2014-15, which was basically on account of low recovery of sugar
from sugarcane. Whereas on account of improvement in the sugar statement wherein it is explained that the company has
manufacturing unit, during the season 2015-16, the recovery has significant losses which has resulted in erosion of net
substantially improved with the result that the company has earned worth of the company as on 31.03.2023.
profit during the year 2016-17. The company has also reported profit The reason for improvement explained by the
during the year ending on 31.03.2020 Rs.384.91 Lakhs as compared
to loss Rs. 1410.62 Lakhs during the year ending on 31.03.2021. The company in the said note -55 that it will continue as
company is continuously striving for improvement in the operational a going concern and it will likely to pay its liabilities
efficiencies in other parameters. The company continue to operate at from expected generation of cash flow, are in our
optimum levels and expects improvement in the operational efficiency opinion uncertain.
in form of improvement in sugar recovery, increase of production of
alcohol through using B heavy molasses, reduction of over heads,
finance and other cost. The Government has taken different measures
to improve the financial health of Sugar industry to fix obligation for
export of sugar (MIEQ-minimum indicative export quota) to reduce
sugar availability, fixation of minimum support price(MSP) for sugar.
Also, the Government has put a great thrust on promoting ethanol
production and has planned to increase the ethanol blending in petrol
upto 20 % by 2025. Ethanol will turn around the economic dynamics
of the sugar industry positively. All these measures are expected to
turnaround the operations of sugar industry on sustainable basis. As
such the company will remain as a going concern and is likely to pay
it’s liabilities including cane dues from expected generation of cash
flow. However the accumulated losses of the company as at 31.03.2023
were Rs.16084.21 Lakhs (excluding revaluation reserve) as against the
paid up capital of Rs. 525.00 Lakhs.
Contd.....
52
Contd.....
Emphasis of Matter Standards)Rules,2015,as amended. This responsibility also includes
1. The Company has not maintained accounts on “Accrual Basis” maintenance of adequate accounting records in accordance with the
to the extent: provisions of the Act for safeguarding of the assets of the Company
and for preventing and detecting frauds and other irregularities;
i) of Rs.16033.08 Lacs in respect of interest on late payment
selection and application of appropriate accounting policies; making
of cane price, which have not been provided as Stated by
judgments and estimates that are reasonable and prudent; and design,
the Company in Note No. 35 of the aforesaid Standalone
implementation and maintenance of accounting policies; adequate
Financial Statements.
internal financial controls that were operating effectively for ensuring
ii) As stated in Note No. 36 of the aforesaid Standalone the accuracy and completeness of the accounting records, relevant to
Financial Statements in respect of liability, not determined the preparation and presentation of the standalone financial statement
by the Company, towards bonus relating to financial year that give a true and fair view and are free from material misstatement,
2014-15 in accordance with revised Bonus Notification whether due to fraud or error.
dated 1st January, 2016.
In preparing the financial statements, management is responsible
2. As Stated in Note No. 37 to the Standalone Financial Statements, for assessing the Company’s ability to continue as a going concern,
the management has decided not to make any further provision disclosing, as applicable, matters related to going concern and using
this year for Deferred Tax Assets. The management in view the going concern basis of accounting unless management either
of current year loss and accumulated losses and in absence of intends to liquidate the Company or to cease operations, or has no
virtual certainty about future profitability, has decided not to realistic alternative but to do so.
account for the effect of Deferred Taxation for this year, and
Those Board of Directors are also responsible for overseeing the
continuing to carry forward the Deferred Tax Assets Rs.6881.11
company’s financial reporting process.
lakhs already accounted for in earlier years.
Auditor’s Responsibilities for the Audit of standalone financial
Other Matter statement
(i) The Audited Financial Statements for the year ended March 31, Our objectives are to obtain reasonable assurance about whether the
2022 have not been audited by us but audited by the previous standalone financial statements as a whole are free from material
auditors who expressed unmodified opinion vide their Auditor’s misstatement, whether due to fraud or error, and to issue an auditor’s
Report dated 30.05.2022. report that includes our opinion. Reasonable assurance is a high
Our opinion on the Statement is not modified in respect of this level of assurance, but is not a guarantee that an audit conducted
matter. in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are
Other Information considered material if, individually or in the aggregate, they could
The Company’s Board of Directors is responsible for the other reasonably be expected to influence the economic decisions of users
information. This Comprises the information included in the taken on the basis of these financial statements.
Director’s report, but does not include the financial statements and As part of an audit in accordance with SAs, we exercise professional
our auditor’s report thereon. judgment and maintain professional skepticism throughout the audit.
Our opinion on the financial statements does not cover the other We also:
information and we do not express any form of assurance conclusion ● Identify and assess the risks of material misstatement of the
thereon. standalone financial statements, whether due to fraud or error,
In connection with our audit of the financial statements, our design and perform audit procedures responsive to those risks,
responsibility is to read the other information and, in doing so, and obtain audit evidence that is sufficient and appropriate to
consider whether the other information is materially inconsistent provide a basis for our opinion. The risk of not detecting a
with the financial statements or our knowledge obtained during the material misstatement resulting from fraud is higher than for one
course of our audit or otherwise appears to be materially misstated resulting from error, as fraud may involve collusion, forgery,
if based on the work we have performed , we conclude that there is intentional omissions, misrepresentations, or the override of
a material misstatement of this other information, we are required internal control.
to report that fact. ● Obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the
We have nothing to report in this regard.
circumstances. Under section 143(3)(i) of the Companies Act,
Responsibilities of Management and those charged with 2013, we are also responsible for expressing our opinion on
governance for the standalone financial statements whether the company has adequate internal financial controls
system in place and the operating effectiveness of such controls.
The Company’s Board of Directors is responsible for the matters
stated in section 134(5) of the Companies Act, 2013 (“the Act”) with ● Evaluate the appropriateness of accounting policies used and the
respect to the preparation of these standalone financial statements reasonableness of accounting estimates and related disclosures
that give a true and fair view of the financial position, financial made by management.
performance, total comprehensive income, changes in equity and ● Conclude on the appropriateness of management’s use of the
cash flows of the Company in accordance with the Ind AS and other going concern basis of accounting and, based on the audit
accounting principles generally accepted in India, specified under evidence obtained, whether a material uncertainty exists
section 133 of the Act read with the Companies(Indian Accounting related to events or conditions that may cast significant doubt
53
on the Company’s ability to continue as a going concern. (including other comprehensive income),the Statement
If we conclude that a material uncertainty exists, we are of changes in Equity and the Cash Flow Statement dealt
required to draw attention in our auditor’s report to the with by this Report are in agreement with the books of
related disclosures in the standalone financial statements or, account.
if such disclosures are inadequate, to modify our opinion. d) In our opinion, the aforesaid standalone financial
Our conclusions are based on the audit evidence obtained up statements comply with the Indian Accounting Standards
to the date of our auditor’s report. However, future events specified under Section 133 of the Act,
or conditions may cause the Company to cease to continue
e) On the basis of the written representations received
as a going concern.
from the directors as on 31st March, 2023 taken on
● Evaluate the overall presentation, structure and content of the record by the Board of Directors, none of the directors
standalone financial statements, including the disclosures, is disqualified as on 31st March, 2023 from being
and whether the standalone financial statements represent the appointed as a director in terms of Section 164 (2) of
underlying transactions and events in a manner that achieves the Act.
fair presentation.
f) With respect to the adequacy of the Internal Financial
We communicate with those charged with governance regarding, Control over financial reporting of the Company and
among other matters, the planned scope and timing of the audit and the operating effectiveness of such controls, refer to our
significant audit findings, including any significant deficiencies separate Report in “Annexure B”
in internal control that we identify during our audit.
g) With respect to the other matters to be included in the
We also provide those charged with governance with a statement Auditor’s Report in accordance with the requirements
that we have complied with relevant ethical requirements of section 197(16) as amended
regarding independence, and to communicate with them all
In our opinion and to the best of our information
relationships and other matters that may reasonably be thought
and according to the explanations given to us , the
to bear on our independence, and where applicable, related
remuneration paid by the Company to its directors during
safeguards.
the year is in accordance with the provisions of section
From the matters communicated with those charged with 197 of the Act.
governance, we determine those matters that were of most
h) With respect to the other matters to be included in
significance in the audit of the standalone financial statements
the Auditor’s Report in accordance with Rule 11 of
of the current period and are therefore the key audit matters.
the Companies (Audit and Auditors) Rules, 2014,
We describe these matters in our auditor’s report unless law or
as amended in our opinion and to the best of our
regulation precludes public disclosure about the matter or when,
information and according to the explanations given to
in extremely rare circumstances, we determine that a matter
us:
should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to i) The Company has disclosed the impact of pending
outweigh the public interest benefits of such communication. litigations on its financial position in its financial
statements (Refer Note No. 34 of the Standalone
Report on Other Legal and Regulatory Requirements financial statements);
1) As required by the Companies (Auditor’s Report) Order,2020 ii) The Company did not have any long term contracts
(“the Order”), issued by the Central Government of India including derivative contracts for which there were any
in terms of sub-section(11) of section 143 of the companies foreseeable losses; and
Act, we give in the “Annexure A” a Statement on the matters
iii) There has been no delay in transferring amounts,
specified in paragraphs 3 and 4 of the Order.
required to be transferred, to the Investor Education and
2) As required by Section 143(3) of the Act, we report that: Protection Fund by the Company.
a) We have sought and obtained all the information and iv) (a) The Management has represented to us that, to the
explanations which to the best of our knowledge and best of its knowledge and belief, no funds have been
belief were necessary for the purposes of our audit. advanced or loaned or invested (either from borrowed
b) In our opinion, proper books of account as required by funds or share premium or any other, sources or kind
law have been kept by the Company so far as it appears of funds) by the company to or in any other persons or
from our examination of those books . entities, including foreign entities (“Intermediaries”),
c) The Balance Sheet, the Statement of Profit and Loss, with the understanding, whether recorded in writing or
Contd.....
54
otherwise, that the intermediary shall, whether, directly contain any material misstatement.
or indirectly lend or invest in other persons or entities v) Proviso to Rule 3(1) of the Companies (Accounts) Rules,
identified in any manner whatsoever by or on behalf of 2014 for maintaining books of account using accounting
the company (“Ultimate Beneficiaries”) or provide any software which has a feature of recording audit trail (edit
guarantee, security or the like on behalf of the Ultimate log) facility is applicable to the company with effect
Beneficiaries; from April 1, 2023 and accordingly, reporting under Rule
(b) The Management has represented to us that, to the 11(g) of Companies (Audit and Auditors) Rules, 2014
best of its knowledge and belief, no funds (which is not applicable for Financial Year ended 31st March,
are material either individually or in aggregate) have 2023.
been received by the company from any person (s) or
entities, including foreign entities (“Funding Parties”),
with the understanding, whether recorded in writing
or otherwise, that the company shall, whether, directly
or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of
the Funding Party (“Ultimate Beneficiaries”) or provide
For BASANT RAM & SONS
any guarantee, security or the like on behalf of the
Chartered Accountants
Ultimate Beneficiaries;
(Firm’s Registration No. 000569N)
(c) Based on our audit procedure conducted that are considered
reasonable and appropriate in the circumstances, nothing
has come to our attention that cause us to believe that the (R.K.NAYAR)
representation under sub-clause (i) and (ii) of Rule 11 (e) Place: New Delhi Partner
as provided under paragraph (2) (h) (iv) (a) & (b) above, Date: 30.05.2023 (Membership No. 087112)
55
ANNEXURE ‘A’ TO THE INDEPENDENT AUDITORS’ REPORT

Annexure “A” To The Independent Auditor’s Report of even date of the Standalone Ind AS Financial Statements
of Sir Shadi Lal Enterprises Limited for the year ended on 31st March, 2023.
(Referred to in paragraph 1 of the Independent Auditors’ Report of Benami Property, therefore no proceedings have been
even date under the heading “Report on Other Legal and Regulatory initiated or are pending against the company for holding
Requirements” to the members of Sir Shadi Lal Enterprises Limited any benami property under the Benami Transactions
on the standalone Ind AS financial statements as of and for the year (Prohibition) Act, 1988 (45 of 1988) and rules made there
ended March 31, 2023.) under;
i. In respect of the Company’s Property, Plant and Equipment: ii). a) During the year, the inventories have been physically
a) The Company has maintained proper records showing full verified by the internal auditor on a random basis except
particulars, including quantitative details and situation of material sent for job work and lying with third parties. No
property, plant and equipment on the basis of available discrepancies of 10% or more in the aggregate for each class
information. of inventory were noticed. In our opinion, the frequency
of verification is reasonable. The discrepancies noticed on
b) The Company’s programme of physical verification of
physical verification between the physical stocks and the
all its property, plant and equipment once in three years,
book records were not material, however, the discrepancies
is in our opinion, reasonable having regard to the size
noticed have been properly accounted for in the books of
of the Company and the nature of its property, plant and
account.
equipment. Pursuant to such a programme, a physical
verification of property, plant and equipment has been b) Reconciliation of stock statements with stock details
carried out during the year and discrepancies noticed submitted to banks were produced to us by the management
between the book record and physical inventory have been and were relied upon by us. No material discrepancies
properly accounted for in the books of account. were noticed. Refer note no. 44 of the Standalone Annual
Financial statements of the company.
c) According to the information and explanations given to us
and on the basis of our examination of the records of the iii) The Company has not made investment in, provided any
Company, the title deeds of immovable properties (other guarantee or security or granted any loans and advances in the
than properties where the company is the lessee and the nature of loans, secured or unsecured to companies, firms,
lease agreements are duly executed in favour of the lessee) Limited Liability Partnership or any other parties. Accordingly,
disclosed in the financial statements are stated to be held the provisions of clause 3 (iii) (a) to (c) of the Order are not
in the name of the company, except in the following cases. applicable to the Company and hence not commented upon.
The original Title Deeds were not produced to us for our iv) In our opinion and according to the information and explanations
verification and we were told that the same are deposited given to us, the company has complied with the provisions of
as security with the Bank. section 185 and I86 of the Companies Act, 2013 with respect
to loans, investments, guarantees, and securities.
Title Deeds of Immovable property not held in name of the
v) According to the information and explanations given to us, the
Company.
Company has not accepted any deposit or seemed to be deposit
Relevant line Area (in Reason for not being held in the from the public during the year, therefore, the provisions of
item in the Sqm) name of the company clause (v) of paragraph 3 of the Order, is not applicable to the
Balance Sheet Company.
vi) We have broadly reviewed the cost records maintained by
Land 2050 & Lease agreement with Shivalya
the Company pursuant to the Companies (Cost Records and
6150 Thakur -dwara jasanwala on
Audit) Rules 2014 prescribed by the Central Government
10.04.1943 for 58 years. Matter
under Section 148 (1) (d) of the Companies Act, 2013 and are
is pending in the court.
of the opinion that, prima facie, the prescribed accounts and
Land 820 Lease agreement with puran cost records have been maintained. We have, however, not
chand & others with company on made a detailed examination of the cost records with a view to
25.08.1944 till 30.06.2002. determine whether they are accurate or complete.
Land 20707.25 Lease Agreement with SS Light vii) a) According to the information & explanations given to us
Railway Co. Court order in the and on the basis of our examination of the records of
company's favour. the Company, there is no undisputed amounts payable in
respect of provident fund, employees’ State insurance,
Remark:- The value of above land has been taken nil in the income-tax, value added tax, wealth-tax, Goods and
books of company. service-tax, customs duty, excise duty, cess and other
d) The company has revalued its Freehold land during the material statutory dues were outstanding, at the year end,
earlier year by a registered valuer. As explained to us that for a period of more than six months from the date of
the company has a programme of revaluation of land once becoming payable.
in three years. b) According to the records of the Company and the
e) As explained to us that the company does not have any information and explanations given to us, there are no
56
amounts in respect of income-tax, value added tax, sales given to us, the Company is not a nidhi company and hence
tax, wealth-tax, Goods and service-tax, customs duty, reporting under clause (xii) of the order is not applicable
excise duty and cess, which have not been deposited with xiii According to the information and explanations given to us
the appropriate authorities on account of any dispute, other and based on our examination of the records of the Company,
than mentioned in ‘Annexure-1’ to this report. transactions with the related parties are in compliance with
c) Except Goods & Service Tax, the Company has generally sections 177 and 188 of the Act, 2013 where applicable and
been regular in depositing undisputed statutory dues, details of such transactions have been disclosed in the financial
including Provident Fund, Employee’s State Insurance, Statements as required by the applicable Accounting Standards.
Income Tax, Excise Duty, Cess and other material statutory xiv a) In our opinion, the company has an adequate internal
dues applicable to it with the appropriate authorities. control system commensurate with the size and nature of
viii) There were no transactions relating to previously unrecorded its business.
income that have been surrendered are disclosed as income b) We have considered the internal audit report for the year
during the year in the tax assessments under the Income Tax under audit, issued to the company during the year, in
Act 1961 (143 of 1961). determining the nature, timing and extent of our audit
ix) a) Based on our audit procedure and according to the procedures.
information and explanation given to us, we are of the xv According to the information and explanations given to us
opinion that the company has not defaulted in repayment and based on our examination of the records of the Company,
of dues to banks/lenders during the year. the Company has not entered into non-cash transactions with
b) The company has not been declared willful defaulter by the directors or persons connected with him. Accordingly,
any bank or financial institution or Government or any paragraph 3(xv) of the Order is not applicable.
government authority. xvi In our opinion the Company is not required to be registered
c) The company has taken term loan during the year and under section 45-IA of the Reserve Bank of India Act 1934.
utilized the same for the purpose for which it has been Therefore reporting under clause -3(xvi)(a), (b), (c) & (d) of
taken. the order is not applicable
d) On and overall examination of the financial statement of xvii The company has incurred cash losses amounting to Rs. 1823.33
the company funds raised on short term basis have prime Lakhs during the financial year ending on 31st march 2023 and
facie, not been used during the year for long term purposes also Rs. 745.98 Lakhs in the immediately preceding financial
by the company. year.
e) The company does not have any subsidiaries/Joint ventures. xviii There has been no resignation of statutory auditors during the
Hence reporting under clause-3 (ix) (e) of the order is not year.
applicable. xix On the basis of the financial ratios, ageing and expected dates
f) The company does not have any subsidiaries/Joint ventures of realization of financial assets and payment of financial
or associate companies, hence reporting under clause-3(ix) liabilities, other information accompanying the financial
(f) of the order is not applicable. statements, our knowledge of the board of the directors and
x a) The Company has not raised money by way of initial public management plans and based on our examination of the
offer or further public offer (including debt instrument) evidence, supporting the assumption and also negative net
during the year, and hence reporting under clause-3(x)(a) worth of the company as on 31st March 2023, we are unable to
of the order is not applicable. comment on any material uncertainty exists as on the date of
the audit report. We cannot comment and give any guarantee or
b) During the year the company has not made any preferential
assurance that the company is capable of meeting its liabilities
allotment or private placement of shares or convertible
existing at the date of balance sheet as and when they fall due
debentures (fully, partially or optionally convertible) and
within a period of one year from the balance sheet date.
hence reporting under clause-3(x)(b) of the order is not
applicable. xx The company’s net worth is negative and it has incurred losses
during the year , therefore section 135 of the companies act,
xi a) According to the information and explanation given to
2013 is not applicable. Hence reporting under clause-3(xx)(a)
us no fraud by the company and no material fraud on the
& (b) of the order is not applicable.
company has been noticed or reported during the year.
xxi This clause is not applicable to the company.
b) According to the information and explanation given to
us, no report under sub-section (12) of section 143 of the
Companies Act has been filed in Form ADT-4 as prescribed For BASANT RAM & SONS
under rule 13 of Companies (Audit and Auditors) Rules, Chartered Accountants
2014 with the Central Government during the year and up
to the date of this report.

c) According to the information and explanations given to us,
no whistle -blower complaints have been received by the (R. K. NAYAR)
company, therefore not produced to us for consideration. Place: New Delhi Partner
xii In our opinion and according to the information and explanations Date: 30.05.2023 (Membership No. 087112)
57
ANNEXURE ‘B’ TO THE INDEPENDENT AUDITORS’ REPORT
Report on the Internal Financial Controls Over Financial Reporting Meaning of Internal Financial Controls over Financial Reporting
under Clause (i) of Sub-section 3 of Section 143 of the Companies A company’s internal financial control over financial reporting is
Act, 2013 (“the Act”) a process designed to provide reasonable assurance regarding the
We have audited the internal financial controls over financial reliability of financial reporting and the preparation of financial
reporting of SIR SHADI LAL ENTERPRISES LIMITED (“the statements for external purposes in accordance with generally
Company”) as of March 31, 2023 in conjunction with our audit of accepted accounting principles. A company’s internal financial
the Standalone Ind AS Financial Statements of the Company for the control over financial reporting includes those policies and
year ended on that date. procedures that(1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
Management’s Responsibility for Internal Financial Controls dispositions of the assets of the company; (2) provide reasonable
The Board of Directors of the Company is responsible for establishing assurance that transactions are recorded as necessary to permit
and maintaining internal financial controls based on the internal preparation of financial statements in accordance with generally
control over financial reporting criteria established by the Company accepted accounting principles, and that receipts and expenditures of
considering the essential components of internal control stated in the company are being made only in accordance with authorizations
the Guidance Note on Audit of Internal Financial Controls over of management and directors of the company; and (3) provide
Financial Reporting issued by the Institute of Chartered Accountants reasonable assurance regarding prevention or timely detection of
of India. These responsibilities include the design, implementation unauthorised acquisition, use, or disposition of the company’s assets
and maintenance of adequate internal financial controls that were that could have a material effect on the financial statements.
operating effectively for ensuring the orderly and efficient conduct
of its business, the safeguarding of its assets, the prevention and Limitations of Internal Financial Controls Over Financial
detection of frauds and errors, the accuracy and completeness of the Reporting
accounting records, and the timely preparation of reliable financial Because of the inherent limitations of internal financial controls over
information, as required under the Companies Act, 2013. financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error
Auditor’s Responsibility
or fraud may occur and not be detected. Also, projections of any
Our responsibility is to express an opinion on the internal financial evaluation of the internal financial controls over financial reporting
controls over financial reporting of the Company based on our audit. to future periods are subject to the risk that the internal financial
We conducted our audit in accordance with the Guidance Note on control over financial reporting may become inadequate because
Audit of Internal Financial Controls Over Financial Reporting (the of changes in conditions, or that the degree of compliance with the
“Guidance Note”) issued by the Institute of Chartered Accountants policies or procedures may deteriorate.
of India and the Standards on Auditing prescribed under Section
143(10) of the Companies Act, 2013, to the extent applicable to an Opinion
audit of internal financial controls. Those Standards and the Guidance In our opinion, to the best of our information and according to the
Note require that we comply with ethical requirements and plan explanations given to us, the Company has, in all material respects,
and perform the audit to obtain reasonable assurance about whether an adequate internal financial controls system over financial reporting
adequate internal financial controls over financial reporting was and such internal financial controls over financial reporting were
established and maintained and if such controls operated effectively operating effectively as at March 31, 2023, based on the internal
in all material respects. control over financial reporting criteria established by the Company
Our audit involves performing procedures to obtain audit evidence considering the essential components of internal control stated in the
about the adequacy of the internal financial controls system over Guidance Note on Audit of Internal Financial Controls Over Financial
financial reporting and their operating effectiveness. Our audit of Reporting issued by the Institute of Chartered Accountants of India.
internal financial controls over financial reporting included obtaining
an understanding of internal financial controls over financial
reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of For BASANT RAM & SONS
internal control based on the assessed risk. The procedures selected Chartered Accountants
depend on the auditor’s judgment, including the assessment of the (Firm’s Registration No. 000569N)
risks of material misstatement of the financial statements, whether

due to fraud or error.
(R. K. NAYAR)
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the Company’s Place: New Delhi Partner
internal financial controls system over financial reporting. Date: 30.05.2023 (Membership No. 087112)
58
(Annexure-1 as referred to in Para vii (b) of Annexure ‘A’ to the Auditors’ Report of even date to the members of Sir Shadi Lal
Enterprises Limited on the accounts for the year ended 31st March, 2023).
Following are the particulars of disputed dues (provided/considered contingent liability, as appropriate) as on 31.03.2023 on account of
Income-Tax, Sales-Tax, and Excise matters that have not been deposited on account of dispute:-
Name of the Nature of the Dues Amount (Rs. Period to which Forum where dispute is pending
Statute In Lacs) the Amounts
relates
Central Duty/Penalty 0.68 2005-2006 Commissioner Appeal,

Excise Act Muzaffarnagar
U.P. Excise Penalty for Low 1.85 1991-1992 Excise Commissioner ,Allahabad
Act
Recovery duty/Penalty 55.42 1988-1989 Weight & Measurement Department Saharanpur,
High Court, Allahabad
National Security Deposit for 37.46 2011-2012 Competition Commission of Inida.
Company Appeal 2012-2013
Law Tribunal 2013-2014
We have been informed that apart from above; there are no dues in respect of Wealth-tax, Goods and Service-tax, and Custom Duty which
have not been deposited on account of any dispute.
For BASANT RAM & SONS
Chartered Accountants

(R. K. NAYAR)
Place: New Delhi Partner
Date: 30.05.2023 (Membership No. 087112)
59
BALANCE SHEET
AS AT 31ST MARCH, 2023
Particulars Note No. As at March 31, 2023 As at March 31, 2022
Rs. in Lakhs Rs. in Lakhs
ASSETS
(1) Non-current assets
[a] Property, Plant and Equipment 3 53,444.79 54,290.39
[b] Capital work-in-progress 3.2 38.15 45.93
[c] Other intangible assets 3.3 0.13 0.27
[d] Financial assets
[i] Investments 4 - -
[ii] Trade receivables 5 - 1.64
[iii] Loans 6 0.50 0.50
[iv] Other financial assets 7 159.79 96.02
[e] Deferred tax assets (net) 8 6,881.11 6,881.11
[f] Other Non-current assets 9 5.00 58.01
Sub Total (Non-current assets) 60,529.47 61,373.87
(2) Current assets
[a] Inventories 10 10,626.80 17,324.30
[b] Financial assets
[i] Trade receivables 11 813.69 1,107.53
[ii] Cash and cash equivalents 12 193.52 720.72
[iii] Bank Balance other than cash and cash equivalents 13 118.21 129.84
[iv] Other financial assets 14 6.23 7.77
[c] Other current assets 15 808.21 688.94
Sub Total (Current assets) 12,566.66 19,979.10
Total Assets 73,096.13 81,352.97
EQUITY AND LIABILITIES
EQUITY
[a] Equity Share capital 16 525.00 525.00
[b] Other Equity
(i) Capital redemption reserve 35.70 35.70
(ii) Retained earnings (16,119.91) (13,063.55)
(iii) Revaluation surplus 44,559.14 44,559.14
Sub Total Other Equity 17 28,474.93 31,531.29
Sub Total (Equity) 28,999.93 32,056.29
LIABILITIES
(1) Non-current liabilities
[a] Financial Liabilities
[i] Borrowings 18 3,204.34 5,077.88
[b] Provisions 19 1,071.68 922.03
[c] Other non current liabilities 20 141.06 387.50
Sub Total (Non-current liabilities) 4,417.08 6,387.41
(2) Current liabilities
[a] Financial Liabilities
[i] Borrowings 21 3,694.10 6,747.14
[ii] Trade payables 22 28,384.51 29,215.51
[iii] Other financial liabilities 23 2,259.26 2,438.12
[iv] Other Current Liabilities 24 5,202.86 4,339.41
[b] Provisions 25 138.39 169.09
Sub Total (Current liabilities) 39,679.12 42,909.27
Total Equity and Liabilities 73,096.13 81,352.97

Notes on Financial Statements 1 to 57
As per our report of even date G.K. SHARMA A.K. JAIN RAHUL LAL Directors :
for BASANT RAM & SONS Chief Financial Officer Company Secretary Joint Managing Director Ravi Malhotra (DIN : 08811471)
Chartered Accountants (PAN BKTPS8501G) (M. No. FCS5826) (DIN : 06575738) Tanmay Sharma (DIN : 08811485)
Firm Registration No. 000569N
Udit Pat Singhania (DIN : 07984594)
R.K. NAYAR VIVEK VISWANATHAN RAJAT LAL
Radhika Viswanathan
Partner Joint Managing Director Managing Director
Membership No. 087112 (DIN : 00141053) (DIN : 00112489) Hoon (DIN : 06436444)
Place : New Delhi Neeraj Gupta (DIN : 00317395)
Date : 30 May, 2023
60
STATEMENT OF PROFIT & LOSS

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2023
Particulars Note No. For the year ended For the year ended
March 31, 2023 March 31, 2022
Continuing Operations
I. Revenue from operations 26 55,239.29 46,998.97
II. Other Income 27 57.52 30.70
III. Total Income (I+II) 55,296.81 47,029.67
IV. Expenses
Cost of material consumed 28 41,423.94 38512.44
Changes in Inventories Finished goods,
Work-in-Progress and Stock-in-Trade 29 6,914.34 1351.72
Employee Benefits Expense 30 3,839.54 3071.11
Finance costs 31 909.24 1150.41
Depreciation and amortization expenses 32 1,109.29 736.95
Other expenses 33 4,062.65 3859.54
Total Expenses (IV) 58,259.00 48,682.17
V. Profit / (Loss) before exceptional items and tax (2,962.19) (1,652.50)
VI. Exceptional items
VII. Profit / (Loss) before tax from continuing operations (2,962.19) (1,652.50)
VIII. Tax expense:
Current tax
Excess Provision of Income Tax relating to Earlier Year Written Back - -
Deferred tax
Total tax expenses (VIII)
IX. Profit / (Loss) from continuing operations (VII-VIII) (2,962.19) (1,652.50)
X. Profit / (Loss) from discontinued operation
XI. Tax expenses of discontinued operations
XII. Profit / (Loss) from discontinued operation (after tax) (X-XI)
XIII. Profit / (Loss) for the year (2,962.19) (1,652.50)
XIV. Other Comprehensive Income (Refer Note No. 30.4)
A (i) Items that will not be reclassified to profit or loss
(a) Re-measurement of Post employment benefit obligations (94.18) 95.64
(ii) income tax relating to items that will not be
reclassified to profit or loss
B Gain on Revaluation of Land - -
XV. Total Comprehensive Income for the period (XIII+XIV) (3,056.37) (1,556.86)
XVI. Earnings per equity share
- Basic (56.423) (31.476)
- Diluted (56.423) (31.476)
Figures in bracket ( ) denote minus figures.
Notes on Financial Statements 1 to 57

Radhika Viswanathan
Date : 30 May, 2023
61
NOTES TO THE FINANCIAL STATEMENTS

For the year ended March 31, 2023
Note No.1: Corporate Information
Sir Shadi Lal Enterprises Limited (“the Company”) is a company limited by shares, incorporated and domiciled in India. The Company’s
equity shares are listed at one recognised stock exchanges in India (BSE). The registered office of the company is situated at Upper Doab
Sugar Mills, Shamli, Muzaffarnagar, U.P. 247776. The Company is engaged in diversified businesses mainly categorised into two segments
– Sugar business and Distillery business. Sugar businesses primarily comprise manufacture of sugar. Distillery business primarily comprises
manufacture of Spirit, Alcohol and Ethanol.
Note No.2: Significant Accounting Policies
This note provides a list of the significant accounting policies adopted in the preparation of these financial statements. These policies have
been consistently applied to all the years presented, unless otherwise stated.
2.1 Basis of preparation and presentation
(a) Compliance with Ind AS
The financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the
Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] (as amended from time to time) and other
relevant provisions of the Act.
(b) Historical cost convention
The financial statements have been prepared on a historical cost basis except for certain assets and liabilities that are measured at
fair values or revalued amount at the end of each reporting period, as explained in the respective accounting policies described in
subsequent paragraphs.
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation
technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or
liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.
Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except such as net
realisable value in Ind AS 2 Inventories or value in use in Ind AS 36 Impairment of Assets. Land is carried in the balance sheet on the
basis of revaluation model. Land is measured at fair value. The financial statements are prepared in INR and all values are rounded
off to the nearest Lakhs except when stated otherwise.
(c) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.
Refer note-51 for segment information presented.
(d) Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns,
rebates, other similar allowances and goods and services tax.The Company recognises revenue when the amount of revenue can be
reliably measured, it is probable that future economic benefits will flow to the Company and specific criteria have been met for each
of the Company’s activities as described below.
(i) Recognising revenue from major business activities
a) Sale of goods
Revenue from the sale of goods is recognised when the goods are delivered and titles have passed, at which time all the following
conditions are satisfied:
• the Company has transferred to the buyer the significant risks and rewards of ownership of the goods;
• the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor
effective control over the goods sold;

• the amount of revenue can be measured reliably;
• it is probable that the economic benefits associated with the transaction will flow to the Company; and
• the costs incurred or to be incurred in respect of the transaction can be measured reliably.
62

2.2 Interest income
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company and the
amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and
at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected
life of the financial asset to that asset’s net carrying amount on initial recognition.
2.3 Impairment of non-financial assets
Non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may
not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets that suffered an
impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
2.4 Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the
period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily
take a substantial period of time to get ready for their intended use or sale.
All other borrowing costs are expended in the period in which they are incurred. Borrowing costs consist of interest and other cost
that an entity incurs in connection with borrowing of funds.
2.5 Income tax
Income tax expense represents the sum of the tax currently payable and deferred tax.
a) Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the
statement of profit and loss because of items of income or expense that are taxable or deductible in other years and items that
are never taxable or deductible. The Company’s current tax is calculated using tax rates that have been enacted or substantively
enacted by the end of the reporting period.
b) Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements
and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all
taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences, the carry
forward of unused tax credits and unused tax losses to the extent that it is probable that taxable profits will be available against
which those deductible temporary differences, the carry forward of unused tax credits and unused tax losses can be utilised. Such
deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in
a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In
addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is
settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the
reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which
the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
c) Current and deferred tax for the year
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive
income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or
directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the
tax effect is included in the accounting for the business combination.
2.6 Property, plant and equipment
Property, plant and equipment are tangible items that are held for use in the production or supply for goods and services, or for
administrative purposes and are expected to be used during more than one period. The cost of an item of property, plant and equipment
Contd.....
63
Notes to Accounts Contd.....
shall be recognised as an asset if and only if it is probable that future economic benefits associated with the item will flow to the
Company and the cost of the item can be measured reliably. Freehold land is carried at revalued amount. A revaluation surplus is
recorded in OCI and credited to the assets revaluation surplus in other equity. Upon disposal any revaluation reserve relating to the
particular land being sold is transferred directly to retained earning. Revaluation of freehold land will be conducted once in three
years. All other items of property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment
losses. Cost includes expenditure and borrowing cost that is directly attributable to the acquisition of the items including borrowing
costs. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured
reliably. The revaluation will be conducted every three year by the company.
Expenditure during construction period incurred on the projects under implementation are treated as pre- operative expenses pending
allocation to the assets, and are included under “Capital Work-in-Progress”. These expenses are apportioned to fixed assets on
commencement of commercial production. Capital Work-in-Progress is stated at the amount incurred up to the date of Balance Sheet.
“Each part of item of property, plant and equipment, if significant in relation to the total cost of the item, is depreciated separately.
Further, parts of plant and equipment that are technically advised to be replaced at prescribed intervals/period of operation, insurance
spares and cost of inspection/overhauling are depreciated separately based on their specific useful life provided these are of significant
amounts commensurate with the size of the Company and scale of its operations. The carrying amount of any equipment / inspection
/ overhauling accounted for as separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit
or loss during the reporting period in which they are incurred.“
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise
from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment
is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
Transition to Ind AS
On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and equipment
recognised as at 1 April 2016 (transition date) measured as per the previous GAAP and use that carrying value as the deemed cost of
the property, plant and equipment.
Depreciation methods, estimated useful lives and residual value
Depreciation commences when the assets are available for their intended use. Depreciation on Fixed Assets is provided on the written
down value method in accordance with Schedule II of the Companies Act, 2013 and adopted useful life as stated in Schedule II along
with residual value of 5% of the cost of assets except, fixed assets individually costing upto Rs. 5000 is being fully depreciated in the
year of purchase.
Intangible Assets are recognized as specified in the applicable Accounting Standard and are amortized in 36 Months.
The estimated useful life, residual values and depreciation method are reviewed at the end of each reporting period, with the effect
of any changes in estimate accounted for on a prospective basis.
2.7 Intangible assets
Intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised on a straight-line basis over their estimated useful life. The estimated useful life and amortisation method
are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.
Estimated useful lives of the intangible assets are as follows:
Assets Estimated useful life
Computer software 36 months
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or
losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying
amount of the asset, is recognised in profit or loss when the asset is derecognised.
Transition to Ind AS
On transition to Ind AS, the Company has elected to continue with the carrying value of all of intangible assets recognised as at
1 April 2016 measured as per the previous GAAP and use that carrying value as the deemed cost of intangible assets.
2.8 Inventory Valuation
a) Raw materials and stores & spares are valued at average cost.
64

b) Work-in-Progress is valued at estimated cost.
c) Finished stocks are valued at “Lower of Cost and net Realisable Value” as prescribed by Indian Accounting Standard-2
issued by the Institute of Chartered Accountants of India except that the by product of Molasses and Bagasse has been valued
at net realisable value because their cost price is not ascertainable.
2.9 Provisions, contingent liabilities and contingent assets
a) Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is
probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the
obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation
at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When the effect
of the time value of money is material, provision is measured at the present value of cash flows estimated to settle the present
obligation. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third
party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the
receivable can be measured reliably.
b) A contingent liability is not recognised in the financial statements, however, is disclosed, unless the possibility of an outflow
of resources embodying economic benefits is remote. It becomes probable that an outflow of future economic benefits will be
required for an item dealt with as a contingent liability, a provision is recognised in the standalone financial statements of the
period (except in the extremely rare circumstances where no reliable estimate can be made).
c) A contingent liability is not recognised in the financial statements, however, is disclosed, where an inflow of economic benefits
is probable. When the realisation of income is virtually certain, then the asset is no longer a contingent asset, and is recognised
as an asset.
d) Provisions, contingent liabilities and contingent assets are reviewed at each balance sheet date.
2.10 Employee Benefits
a) Short term employee benefits:
All employee benefits falling due wholly with in twelve months of rendering the services are classified as short term employee
benefits, which include benefits like salaries, wages, short term compensated absences and performance incentives and are
recognized as expenditure at the undiscounted value in the period in which the employee renders the related service.
b) Post- employment benefits :
Contributions to defined contribution schemes such as Provident Fund, Pension Fund etc. are recognized as expenses in the
period in which the employee renders the related service in respect of certain employees, Provident Fund contributions are
made to a Trust administered by the Company. The interest rate payable to the members of the Trust shall not be lower than
the statutory rate of interest declared by the Central Government under the Employees Provident Funds and Miscellaneous
Provisions Act, 1952 and shortfall, if any, shall be made good by the Company.
c) In Govt. administered fund, company has no further obligations beyond its monthly contributions.
d) The Company is also contributing to superannuation fund for certain key managerial personnel, at pre determined rates to the
Superannuation Fund Trust, which is recognised as expenses in the period in which employee renders the related service, and
there are no other obligations with regard to superannuation fund of key managerial personnel.
e) Defined benefit plans - gratuity: Gratuity liability is covered under the gratuity-cum-insurance policy of Life Insurance
Corporation of India (LIC). The present value of the obligation is determined based on an actuarial valuation, using the
projected unit credit method. Actuarial gains and losses in respect of post- employment and other long-term benefits are
charged to the Other Comprehensive Income. The amount funded by the trust administered by the Company under the
aforesaid Policy, is reduced from the gross obligation under the defined benefit plan, to recognise the obligation on a net
basis.
2.11 Effective interest method
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over
the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected
life of the financial liability to the gross carrying amount of a financial liability.
2.12 Current and non-current classification:
The Company presents assets and liabilities in the balance sheet based on current/non-current classification
Contd.....
65
a) An asset is treated as current when it is:

a) Expected to be realised or intended to be sold or consumed in normal operating cycle,
b) Held primarily for the purpose of trading,
c) Expected to be realised within twelve months after the reporting period,
d) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after
the reporting period, or
e) Carrying current portion of non-current financial assets.
b) Liability is current when:
a) It is expected to be settled in normal operating cycle,
b) It is held primarily for the purpose of trading,
c) It is due to be settled within twelve months after the reporting period,
d) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period,
or
e) It includes current portion of non-current financial liabilities. .
All other liabilities are classified as non-current.
2.13 Operating cycle :
All assets and liabilities are classified as current or non-current as per the Company’s normal operating cycle and other criteria set
out in Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for
processing and their realisation in cash and cash equivalents, 12 months has been considered by the Company for the purpose of
current, non-current classification of assets and liabilities.
2.14 Government grants :
Subsidy related to Sugar Cane purchased are recognised, where there is a reasonable assurance that grant will be received & all
attached condition will be complied. When the grant relates to an asset, it is recognised as income in equal amounts over the expected
useful life of the related asset. The benefit of a loan at a below market rate of interest or loan with interest subvention is treated as
a government grant, measured as a difference between proceeds received and the fair value of the loan based on prevailing market
interest rates.
2.15 Compensation :
Compensation to employees under Voluntary Retirement Scheme is charged to statement of profit and loss account in the year of
accrual.
2.16 Impairment of Assets :
Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount.
2.17 Investment :
Unquoted Investments are Stated at cost. However, provision for diminution in value is made to recognize a decline other than
temporary in the value of the investments.
2.18 Earning per share :
Basic EPS is calculated by dividing the net profit or loss for the year attributable to equity share holders by the weighted average
number of equity share outstanding during the year.
2.19 Cash and Cash Equivalent
Cash and cash equivalents includes cash in hand and deposits maturing within twelve months from the date of acquisition and which
one subject to an insignificant risk of change in value.

66
Notes to the Financial Statements for the year ended March 31,2023
Note 3. PROPERTY, PLANT AND EQUIPMENT
(Rs. In Lakhs)
Nature of Assets GROSS BLOCK DEPRECIATION NET BLOCK
Cost As per Revalua- Addition Sales & Total Cost Depreciation Provided Deduction/ Depreciation
last bal- tion during Adjustments as on written off during Adjustment written off As at As at
ance sheet during the year during the year 31.03.2023 Upto the year during the upto 31.03.2023 31.03.2022
31.03.2022 the year 31.03.2022 year 31.03.2023
FIXED ASSETS
Land (Free hold)* 44,560.53 - - - 44,560.53 - - - - 44,560.53 44,560.53
Buildings 1,057.19 - 20.43 1.01 1,076.61 659.99 39.79 0.96 698.82 377.79 397.20
Plant & Equipments 16,803.55 - 229.67 102.84 16,930.38 7,572.62 1,037.58 97.69 8,512.51 8,417.87 9,230.92
Electric Installation 103.65 - 6.95 - 110.60 76.70 6.44 - 83.14 27.46 26.96
Office Equipments 46.35 - 3.15 - 49.50 29.37 7.90 - 37.27 12.23 16.98
Laboratory Equipments 16.64 - 5.11 - 21.75 10.48 2.00 - 12.48 9.27 6.16
Computer 99.74 - 0.37 - 100.11 93.20 1.54 - 94.74 5.37 6.54
Railway sidings & Trolley lines 0.19 - - - 0.19 0.19 - - 0.19 - -
Furniture & Fixtures 33.50 - 3.07 0.13 36.44 28.95 1.75 0.13 30.57 5.87 4.55
Vehicles 120.06 - - - 120.06 79.51 12.15 - 91.66 28.40 40.55
Structure on rented Land 109.99 - - 109.99 0.00 109.99 - 109.98 0.01 - -
67
Total : 62,951.39 0.00 268.75 213.97 63,006.17 8,661.00 1,109.15 208.76 9,561.39 53,444.79 54,290.39
Previous Year 57,753.27 0.00 5,404.94 206.82 62,951.39 8,066.51 736.81 142.32 8,661.00
Note: 3.1. Title deeds of land are lodged as security with Punjab National Bank, Shamli and District Co.-Operative Bank, Ghaziabad.
Note: 3.1.1. Land has been revalued earlier year (date of valuation: 5th February, 2021), and surplus due to revaluation is credited to Revaluation Reserve. Earlier year the company has ap-
pointed an independent valuer to determine the fair value of land. As an outcome of this process the company recognized increase in gross block of land of Rs. 44,559.14 Lakhs. The company
recognized this increase within the revaluation reserve and statement of comprehensive income. The fair value of land is determined using market approach. The fair value of land is based
on condition, location, demand & supply in and around and other infrastructure facilities available at and around the land.
* Land includes revalued amount Rs. 44559.14 Lakhs.
NOTE:3.1.2. SIGNIFICANT UNOBSERVABLE VALUATION INPUT:
Asset Valuation technique Significant unobservable inputs
Freehold land Market approach The value of land was determined based on condition,location, demand and supply in and around
and other infrastructure facilities available at and around the said plot of land.
NOTE:3.2 CAPITAL WORK IN PROGRESS (RS. IN LAKHS)
Plant & Machinery 45.93 - 0.00 7.78 38.15 - - - - 38.15 45.93

Total : 45.93 - 0.00 7.78 38.15 - - - - 38.15 45.93
Previous Year 2,027.79 - 7.78 1,989.64 45.93 - - - -
NOTE3.3 OTHER INTANGIBLE ASSETS (RS. IN LAKHS)
Computer Software 16.84 - - - 16.84 16.57 0.14 - 16.71 0.13 0.27
Total : 16.84 - - - 16.84 16.57 0.14 - 16.71 0.13 0.27
Previous Year 16.84 - - - 16.84 16.42 0.14 - 16.56
for the year ended March 31, 2023
P A R T I C U L A R S As at March 31, 2023 As at March 31, 2022
NOTE 4: NON-CURRENT FINANCIAL ASSETS - INVESTMENTS
Investment
Equity instruments (at cost)
a) Shamli Co-operative Cane Development Union Limited (One Share) -

-
b) Saharanpur Co-operative Cane Development Union Limited (One share) - -
Total - -
Note 4.1: All the above investment are unquoted

NOTE 5: NON-CURRENT FINANCIAL ASSETS – TRADE-RECEIVABLES
Unsecured considered goods
Trade receivable - 1.64
- Unsecured, considered doubtful 56.45 56.45
Less : Allowance for bad and doubtful debts (56.45) (56.45)
Total 0.00 1.64
NOTE 6: NON-CURRENT FINANCIAL ASSETS - LOANS
Loans
Co-operative Society bearing no interest 0.50 0.50
Total 0.50 0.50

NOTE 7: NON-CURRENT FINANCIAL ASSETS - OTHER FINANCIAL ASSETS
Unsecured, considered good
- Security Deposit
- Others (Security Lodged) 159.74 75.94
- Bank fixed deposits lodged as security / Margin money having maturity of
more than twelve months 0.05 20.08
Unsecured, considered doubtful
- Advances recoverable in cash or in kind 3.85 3.85
Less : Allowance for bad and doubtful debts (3.85) (3.85)
Total 159.79 96.02
Note 7.1: Confirmation of Security Lodged with different Government Department are awaited.
Note 7.2: Fixed deposits Rs. 0.05 Lakhs lodged as Security.
Note 8: Non-current financial assets - Deferred tax assets (Net)
Deferred tax assets (Net)
At the year end comprising timing difference on account of :
Depreciation 236.51 236.51
Less: Expenditure/Provisions allowable on account of :
Employees Benefits 57.40 57.40
Taxes, duties, cess etc 131.73 131.73
Provision for Bad & doubtful debts.
Assessed loss under Income Tax Act, 1961. 6928.49 6928.49
Total 6,881.11 6,881.11
68

NOTE 9: OTHER NON-CURRENT ASSETS

Other non-current assets
Capital Advance 5.00 58.01
Total 5.00 58.01
NOTE 10 : CURRENT ASSETS – INVENTORIES

Raw Material
Raw materials (at average cost) 282.14 58.18
Work - in - progress
Sugar & Distillery products (at estimated cost) 690.26 580.09
Finished goods
Sugar & Distillery products (at lower of cost or net realizable value) 9190.88 16215.39
Stores and spares
Stores & spares (at average cost) 460.66 467.93
Others
Loose tools and others (at average cost) 2.86 2.71
Total 10,626.80 17,324.30
NOTE 11 : CURRENT FINANCIAL ASSETS - TRADE RECEIVABLES

- Unsecured, considered good
Trade receivable 813.69 1107.53
Total 813.69 1,107.53
NOTE 12 : CURRENT FINANCIAL ASSETS- CASH & CASH EQUIVALENTS

- Balances with banks
- In current accounts 170.14 715.74
- In fixed deposits 20.00 -
- Cash in hand 3.38 4.98
Total 193.52 720.72
NOTE 13 : CURRENT FINANCIAL ASSETS - OTHER BANK BALANCE

- Balance with banks:
- In fixed deposit lodged as security / margin money saving maturing of less
then twelve month (refer note no. 13.1) 50.22 72.94
- Earmarked - molasses storage facility fund 63.32 51.74
- Earmarked - dharmada account 0.61 1.10
- Earmarked - unpaid dividend accounts 4.06 4.06
Total 118.21 129.84

Note 13.1 : Fixed Deposits includes Rs.50.22 Lakhs lodged as Security
Note 13.2 : Confirmation of Fixed Deposit Lodged as Securities with different government departments are awaited
Contd.....
69

NOTE 14 : CURRENT FINANCIAL ASSETS -OTHERS

Others
Interest accrued 6.23 7.77
Total 6.23 7.77
NOTE 15 : OTHER CURRENT ASSETS
Advances other than capital advances
Advances to suppliers / Contractors 170.27 112.75
Government grant receivable 74.12 155.17
Advance to Employees - 0.39
Pre-paid expenses 32.45 49.98
Balance with government department
- Income Tax 35.80 36.10
- Sales tax paid 5.53 5.53
- Subsidy/Financial Assistance Recoverable - -
- Excise duty / Purchase tax / GST etc. 703.89 517.86
Less : Allowance for bad and doubtful debts 213.85 490.04 188.84 329.02
Others :
Good
Doubtful 265.21 265.21
Less : Allowance for bad and doubtful debts 265.21 0.00 265.21 0.00
Total 808.21 688.94

NOTE 16 : EQUITY
Note 16.1 : Authorized share capital
Authorized
200.00 Lakhs(Previous year 200.00 Lakhs) Equity shares of Rs. 10/- each
Equity shares of Rs. 10/- each 2,000.00 2,000.00
Total 2,000.00 2,000.00
Note 16.2 : Issued share capital
Issued, Subscribed & fully paid up
52.50 Lakhs (Previous year 52.50 Lakhs) Equity shares of Rs. 10/- each 525.00 525.00
Total 525.00 525.00
Note 16.3 : Reconciliation of the number of shares Nos. (in Lakhs) Nos. (in Lakhs)
Number of shares outstanding at the beginning and end of the year 52.50 52.50
70

Note 16.4 : Shares in the company held by Promoters at the end of year
NAME As At 31.03.2023 % change in As At 31.03.2022
No. of Shares % Pramoter No. of Shares %
(in Lakhs) Shareholding (in Lakhs)
Promoters Holding
(a) Sh. Rajat Lal 10.88 20.727 - 10.88 20.727
(b) Mrs. Radhika Viswanathan Hoon 0.39 0.750 - 0.39 0.750
(c) Mrs. Poonam Lal 5.75 10.960 - 5.75 10.960
(d) Sh. Rahul Lal - - - - -
(e) Mrs. Pooja Lal - - - - -
(f) M/s Rajendra Lal & Sons (HUF) 2.44 4.650 - 2.44 4.650
(g) Mr. Vivek Viswanathan 12.96 24.690 - 12.96 24.690
NOTE 17 : OTHER EQUITY
(a) Capital redemption reserve
Credit balance at the beginning of the year 35.70 35.70
Add: Additions during the year - -
Less: Utilized during the year - -
Balance outstanding at the end of the year 35.70 35.70
(b) Retained earnings
Balance outstanding at the beginning of the year (13,063.54) (11,506.69)
Add Net Profit / (Loss) for the Year (2,962.19) (1,652.50)
Add/Less: Total comprehensive income for the year (94.18) 95.64
Balance outstanding at the end of the year (16,119.91) (13,063.55)
(c) Revaluation Surplus
Credit balance at the beginning of the year 44,559.14 -
Add: Additions during the year - 44,559.14
Less: Utilized during the year - -
28,439.23 31,495.59
Total Other equity 28,474.93 31,531.29
NOTE 18 : NON CURRENT FINANCIAL LIABILITIES – BORROWINGS
Long Term borrowings (at amortized cost)
Secured
Term Loan
From banks
(i) District Co-operative Bank (SOFT Loan) (refer note no.18.1 & 18.2) 359.30 1,501.68
(ii) District Co-operative Bank (Refer Note No. 18.2) 1,680.67 2,393.39
(iii) PNB (GECL) 1,164.37 1,182.81
Total
3,204.34 5,077.88
Note 18.1 : Soft Loan of Rs.1866.67 Lakhs from District Co.-Operative Bank, Ghaziabad under the “ Scheme for Extending Financial
Assistance to Sugar Undertaking-2018” is secured by way of Ist charge on 10.49 acres of free hold land of the Company situated
at Shamli and also personal guarantee of Managing Director.
Note 18.2 : Term Loan of Rs.2385.42 Lakhs from District Co.-Operative Bank, Ghaziabad under the “ Scheme for Extending Financial Assistance to
Sugar Mills for enhancement and augmentation of Ethanol production capacity”, is secured by way of Ist charge on the movable assets
of the Company both present and future on pari passu basis Including assets created/ to be created out of the said term loan and first pari
passu charge along with PNB on fixed assets of the Company and also personal guarantee given by Managing Director and Joint Managing
Director.
Note 18.3 : GECL Loan from PNB of Rs. 12.42 crore is secured by way of extension of charge with PNB on entire present and future Current
Assets and entire Block Assets of the company.
Figures in ( ) denote (-) figure.
Contd.....
71
Note 18.4 Repayment Schedule

Soft Loan from GECL from Term Loan from Term Loan from Total
DCB, Ghaziabad PNB, Meerut DCB, Ghaziabad DCB, Ghaziabad
Repayable in :
F.Y. 2023-24 1,466.67 77.63 469.82 234.92 2,249.04
F.Y. 2024-25 400.00 310.50 524.20 262.10 1,496.80
F.Y. 2025-26 - 310.50 601.94 292.43 1,204.87
F.Y. 2026-27 - 310.50 - - 310.50
F.Y. 2027-28 - 232.87 - - 232.87
1,866.67 1,242.00 1,595.96 789.45 5,494.08
Note 18.5: Interest rate @ 9.25 % on under Guaranteed Emergency Credit Line Scheme (GECL) PNB, Meerut
Note 18.6: Interest rate @ 5% on Soft Loan From DCB, Ghaziabad.
Note 18.7: Interest rate @ 11% (with Interest subvention @ 50 % of rate charge by lender subject to maximum of 6%) on Loan from DCB,
Ghaziabad. Under “Scheme for extending financial assistance to Sugar Mills for enhancement and augmentation of Ethanol production
capacity.”
NOTE 19 : NON CURRENT PROVISIONS

Provision for employee benefits
- Gratuity 993.48 812.38
- Leave encasement 66.64 79.39
Provision for expenses 11.56 30.26
Total 1,071.68 922.03
NOTE 20 : OTHER NON CURRENT LIABILITIES
Security Deposits (refer note no.20.1) 93.60 95.00
Deferred Revenue arising from Government Grant related to Assets 40.70 284.93
Deferred Revenue arising from Government Grant related to Income 6.76 7.57
Total 141.06 387.50
Note 20.1 : Security deposits as at 31 March 2023 included of Rs.93.60 Lakhs (previous year Rs. 95.00 Lakhs)deposits from sugar selling
agent which are interest free. These deposits are repayable on cessation of contractual arrangement.
NOTE 21 : CURRENT FINANCIAL LIABILITIES – BORROWINGS
Secured
From banks
Punjab National Bank (refer note no. 21.1) - 3,180.17
District Co-operative Bank (refer note no. 21.2) 1,592.82 1,592.62
Unsecured
Loan from related parties (refer note no. 21.3) 2,101.28 1,974.35
Total 3,694.10 6,747.14
Note 21.1 : Current year working Loan from Punjab National Bank, Shamli is Rs. NIL, however in Previous year Rs.3180.17 Lakhs is
secured by way of pledging of Sugar stock of book value of Rs.4007.95 Lakhs and hypothecation of the current assets including stock in
process,raw material,stores and spares and book debts and also by way of collateral security on Ist pari-passu charge on the fixed assets
including extension of equitable mortgage of land and building of the company at Shamli and also personal guarantee by Managing Director
and Joint Managing Director.
Note 21.2 : The working capital loan of Rs.1592.62 Lakhs from District Co-Operative Bank, Ghaziabad is secured by way of pledging of
Sugar stock of the book value of Rs.1604.80 Lakhs and also way of collateral security on IInd pari-passu charges on fixed assets including
equitable mortgage of land and building of the company situated at Shamli. Previous year Rs.1592.62 Lakhs is secured by way of pledging
of sugar stock book value Rs. 2157.57 Lakhs.
Note 21.3: Interest rate @ 9.50% to 10% on unsecured loan from related party.
Note 21.4: Interest rate District Co.-Operative Bank, Ghaziabad @ 9.50% and Punjab National Bank, Shamli @ 13.25%
72


NOTE 22 : CURRENT FINANCIAL LIABILITIES - TRADE TABLE

Due to parties registered under MSMED Act 15.77 13.50
Due to other parties 28,368.74 29,202.01
Total 28,384.51 29,215.51
Note 22.1 : Parties covered under “The Micro, Small and Medium Enterprises Development Act, 2006” (MSMED Act, 2006) have been
identified on the basis of intimation received by the Company from its suppliers.
Note 22.2 : Based upon the information available, the balance due to the Micro and Small Enterprises as defined under the MSMED Act,
2006 is Rs.15.77 Lakhs (Previous year Rs. 13.50 Lakhs). No interest has been claimed by the MSMED Parties, however interest Rs. 1.00
Lakhs has been provided during the Financial year ending 31st March, 2023.
NOTE 23 : CURRENT FINANCIAL LIABILITIES - OTHER FINANCIAL LIABILITIES

Secured
From banks
District Co-operative Bank Ghaziabad (SOFT Loan) (refer note no. 18.1) 1,222.43 1,435.83
District Co-operative Bank Ghaziabad (refer note no. 18.2) 704.75 421.10
GECL P.N.B., Meerut (refer note no. 18.3) 25.97 210.55
Interest accrued but not due 205.22 277.26
Sub Total 2,158.37 2,344.74
Others
Earnest Money and Security Deposits 100.89 93.38
Total 2,259.26 2,438.12
Note 23.1 : There are no amounts as at the end of the year which are due and outstanding to be credited to the investors education and
Protection Fund.
NOTE 24: OTHER CURRENT LIABILITIES

Deferred Revenue arising from Government Grant related to Assets 295.89 311.60
Deferred Revenue arising from Government Grant related to Income 0.67 0.53
Government Grant Payable - -
GST Payable 250.60 243.87
Other payables 4,655.70 3,783.41
Total 5,202.86 4,339.41
Note 24.1 : Advance from customer is interest bearing subject to fulfillment of business obligation.
Note 24.2 : Other payable includes advance from customer, statutory dues and other liabilities.
NOTE 25 : CURRENT PROVISIONS
Provision for employee benefits
- Leave encasement 39.64 27.33
Others
- Expenses 98.75 141.76
Total 138.39 169.09
Contd.....
73
For the year ended For the year ended
Particulars March 31, 2023 March 31, 2022
NOTE 26 : REVENUE FROM OPERATIONS
Sale of Products 54,222.93 46,864.19
Other Operating Revenues 1,016.36 134.78
Revenue from Operations 55,239.29 46,998.97
Note 26.1 : Sale of Products
Sale of Sugar 42,621.53 39,147.40
Sale of Molasses 181.54 278.25
Sale of Bagasse 6.10 363.16
Sale of Press Mud 23.69 21.62
Sale of Distillery products 11,386.63 7,019.80
Sale of Sludge - 0.03
Sale of Bio – Compost 3.44 33.93
54,222.93 46,864.19
Note 26.2 : Other Operating Revenues
Sale of Scrap 98.05 132.06
Sale of Slop Ash 48.56 2.72
Sale of Export Quota Entitlement 814.76 -
Relief Amount on Ethenol supply 54.99 -
1,016.36 134.78
Note 27 : Other Income

Interest income 39.56 15.42
Profit on sale of Fixed Assets 1.87 13.48
Other Non – Operating Income 16.09 1.80
57.52 30.70
Note 27.1 :Tax deducted at source on Interest income Rs. 0.72 Lakhs ( Previous year Rs.1.08 Lakhs)
Note 28 : Cost of Materials Consumed
Raw Materials at Commencement 58.18 94.08
Add : Purchases during the year1 41,647.90 38,476.54
41706.08 38570.62
Less : At Close 282.14 1.80
Raw Materials consumed 41,423.94 38,512.44
Note 28.1 : Particulars of Materials Consumed

Quantity Quantity
in Lakhs Qtls. in Lakhs Qtls.
a) Sugarcane (100% indigenous) 104.25 37,502.17 108.23 38,333.05
b) Molasses (100% indigenous) 4.36 3,921.77 0.30 179.39
41,423.94 38,512.44
Note 29 : DECREASE / (INCREASE) IN INVENTORIES OF FINISHED GOODS
And Work-In-Progress
Stocks at commencement :
Work-in-Progress 580.09 802.13
Finished Goods 16,215.39 17,345.07
16,795.48 18,147.20
74

Stocks at Close :
Work-in-Progress 690.26 580.09
Finished Goods 9,190.88 16,215.39
9,881.14 16,795.48
Net Decrease / (Increase) 6,914.34 1,351.72
Details of Work in Progress
Sugar 622.15 501.93
Alcohol 68.11 78.16
690.26 580.09
Details of Finished Goods
Sugar 6,314.25 12,852.40
Molasses 1,727.75 3,018.31
Bagasse 736.08 252.85
Press Mud - -
Alcohol 412.80 86.75
Bio-Compost 1.39
Sanitizer 3.69
9,190.88 16,215.39
Note 30 : Employee Benefits Expense
Salaries & Wages 3,279.08 2,606.78
Payment under Voluntary Retirement Scheme - -
Bonus 8.61 41.27
Leave Wages paid/provided 102.49 81.04
Contribution to Provident Fund and Family Pension Fund 292.01 211.73
Contribution to Approved Superannuation Fund for Managerial Personnel 8.85 8.85
Provision/Contribution to Approved Gratuity Fund 116.63 96.46
Staff Welfare 31.87 24.98
3,839.54 3,071.11
Note 30.1: Salary & Wages includes Rs.98.49 Lakhs Paid to Managerial Personnel (Previous year Rs. 99.46 Lakhs).

Note 30.2 : Provident Fund includes Rs.7.08 Lakhs For Managerial Personnel (Previous year Rs.7.08 Lakhs)
Note 30.3 : Contribution to Provident fund, Superannuation fund and Family Pension Fund charged off during the year are as under.
Employer contribution to Provident fund 182.95 98.63
Employer contribution to Family pension fund 87.6 113.10
Employer contribution to Superannuation fund 8.85 8.85
The Company also provides for post employment defined benefit in the form of gratuity and leave liability. The Employee’s Gratuity Scheme
is managed by Life Insurance Corporation of India defined benefit plan. The present value of obligation is determined based on actuarial
valuation using the projected unit credit Method at each Balance sheet date, which works to more by Rs. 993.47 Lakhs as compared to Gratuity
Scheme managed by the Life Insurance Corporation of India. The difference has been fully provided in the books of Company.
Contd.....
75
Note 30.4: The details provided by Actuary in respect of Gratuity and Leave liability are as under :
A KEY ASSUMPTIONS
Mortality Table IAL 2012-14 Ultimate IAL 2012-14 Ultimate
Attrition Rate 05.00 % p.a. 05.00 % p.a..
Imputed Rate of Interest (D) 07.34 % p.a. 07.01 % p.a.
Imputed Rate of Interest (IC) 07.01 % p.a. 06.73 % p.a.
Salary Rise 07.00 % p.a. 07.00 % p.a.
Return on Plan Assets 07.01 % p.a. 06.73 % p.a.
Remaining Working Life 12.15 Years 12.07 Years
B GRATUITY LIABILITY
1 CHANGES IN PRESENT VALUE OF OBLIGATIONS
Present value of obligation at the beginning of the year 1,373.46 1,462.79
Interest Cost 89.94 93.42
Current Service Cost 59.55 57.62
Benefit Paid (180.90) (149.27)
Actuarial Gain/Loss on obligation 96.47 (91.10)
Present value of obligation as on 31st March 1,438.52 1,373.46
2 CHANGES IN THE PRESENT VALUE OF PLAN ASSETS
Fair value of Plan Assets at the beginning of the IVP 561.08 534.55
Expected Return on Plan Assets 33.99 35.52
Contribution 29.20 136.41
Benefit Paid (181.51) (149.94)
Actuarial Gain/Loss on Plan Assets 2.28 4.54
Fair value of plan Asset at 31st March 445.04 561.08
3 REMEASUREMENTS-OTHER COMPREHENSIVE INCOME (OCI)
Return on Plan Assets (excluding amounts included in Net Interest Expenses) 2.28 4.54
Actuarial (gain)/Loss arising from Experience Adjustment 120.18 (71.33)
Difference in Present Value of Obligations (23.71) (19.77)
Component of Defined of Benefit Costs recognised in OCI 94.19 (95.64)
4 EXPENSES RECOGNISED IN THE STATEMENT OF PROFIT & LOSS
Net Interest Cost 55.95 57.90
Expenses Recognised in the Statement of Profit & Loss 115.51 115.52
5 CATEGORY WISE PLAN ASSETS
Fund at the end of I.V.P. At LIC of India 445.04 561.08
NOTE :- To match the figures with Actuarial liability as on 31.3.2023
amount of Rs.1.11 Lakhs has been charged to Statement of Profit & Loss
(Previous year credited to Statement of Profit & loss Rs.19.06 Lakhs).
6 AMOUNT TO BE RECOGNISED IN THE BALANCE SHEET
Present value of obligation long term as on 31st March, 1,223.31 1,180.91
Present value of obligation short term as on 31st March, 215.21 192.55
**Fair value of Plan Assets at the end of the I.V.P. 445.04 561.08
Funded Status (993.48) (812.38)
Net Liability arising from Defined Benefit obligation 993.48 812.38
76

Particular March 31, 2023 March 31, 2022
C LEAVE LIABILITY
1 Present value of obligation at the beginning of the year 106.71 120.60
Benefit Paid (102.34) (94.93)
Actuarial Gain/Loss 33.97 3.35
Present value of obligation long term as on 31st March, 66.64 79.38
Present value of obligation short term as on 31st March, 39.64 27.33
Net Liability recognized in Balance Sheet as on 31st March 106.28 106.71
2 EXPENSES RECOGNISED IN THE STATEMENT OF PROFIT & LOSS
Actuarial (Gain)/Loss recognized in the I.V.P. 33.97 3.35
Expenses Recognized in the statement of Profit & Loss 101.91 81.04
Termination Benefits – Voluntary Retirement Scheme
NOTE:- To match the figure of actuarial liability as on 31.03.2023 amount Rs. 0.58 Lakhs charged to Profit & Loss Account.
Note No. 30.5
Sensitivity As at March 31, 2023 As at March 31, 2022
Under based scenario 1438.52 1373.46
Salary escalation (up by 1%) 1512.44 1446.09
Salary escalation (down by 1%) 1370.42 1306.60
Withdrawal rates (up by 1%) 1439.35 1373.33
Withdrawal rates (down by 1%) 1437.56 1373.58
Discount rates (up by 1%) 1371.23 1307.20
Discount rates (down by 1%) 1512.92 1446.79
This is a defined benefit plan and statutory liability of the Company. The Company has to pay the Gratuity to the employees as per the
provisions of The Payment of Gratuity Act, 1972 irrespective of the availability of the funds with the Gratuity Fund.
The Gratuity Liability is computed on actuarial valuation basis done at year end using the Project Unit Credit Method is provided for in the
books of account and is based on a detailed working done by a certified Actuary. Past service cost is recognised immediately to the extent
that the benefits are already vested.
The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other
relevant factors including supply and demand in the employment market. The above information is certified by the actuary.
Company manages Gratuity obligation through Trust. Company arranges the fund based on the actuarial valuation and requirement of the
Trust.
The expected contributions for Defined Benefit Plan for the next financial year will be in line with FY 2022-23
These gratuity plan typically expose the Company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.
The Company remains committed to fund all gratuity payments falling due and shall strive to gradually reduce the deficit in funding of its
obligation in the coming years.
The Company expects to contribute Rs.223.45 Lakhs to the defined benefit plan relating to gratuity during the next financial year.
The weighted average duration of the defined gratuity obligation as at 31 March 2023 is 10 years (31 March 2022, 7.18 years)
Contd.....
77
The expected maturity analysis of un-discounted defined benefit obligation as at 31 March 2023 is as follows :

(Rs. in Lakhs)
Less than Between Between Over Total
a year 1-4 years 4-9 years 9 years
Defined benefit obligation (Gratuity) 223.45 771.04 630.19 626.22 2250.90
Interest risk
A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the
plan debt investments.
Longevity risk
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both
during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
Salary risk
The present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in
the salary of the plan participants will increase the plan’s liability.
NOTE 31 : FINANCE COST

Interest Expenses 830.28 981.42
Interest on Loan with below market rate of interest 64.23 249.47
Other Borrowing cost 14.73 15.44
TOTAL 909.24 1,246.33
Less:- Interest capitalised - 95.92
909.24 1,150.41
Note 31.1 : Interest Includes Rs.194.19 Lakhs paid to Managerial Personnel (Previous Year Rs.189.88 Lakhs)
Note 31.2: Refer Note No. 39
NOTE 32 : DEPRECIATION AND AMORTIZATION EXPENSES
Depreciation on Tangible Assets 1,109.15 736.81
Amortization of Intangible Assets 0.14 0.14
1,109.29 736.95
NOTE 33. : OTHER EXPENSES
(A) Manufacturing / Operating Expenses
Store consumed 597.59 554.23
Power and Fuel 846.26 454.01
Packing & Forwarding 509.38 592.05
Cane & Road Development 24.69 88.33
Repairs:
Plant and machinery 1,002.64 894.71
Buildings 62.07 105.54

Others 33.44 1098.15 31.85 1,032.10

3,076.07 2,720.72
(B) Administration Expenses
Rent 28.84 29.72
Rates & Taxes 49.49 74.21
Insurance 27.43 44.64
Travelling & Vehicles 90.61 87.84
Legal & Professional 129.16 73.74
Postage, Telegram and Telephones 8.22 9.15
Stationery & Printing 15.12 10.45
78

Bank Charges 0.68 0.61
Subscription and Advertisement 8.45 14.11
General Charges 1 45.49 155.95
Directors Fee 6.40 7.00
Directors Travelling 2.28 0.23
Charity & Donations 2.94 34.90
Bad Debts & Claims written off 25.23 105.07
Fines & Penalties 9.35 8.62
Audit Fee 5.00 3.30
Regulatory Fees 104.34 53.60
Loss on Sale & Disposal of :
Fixed Assets - 64.50
Other Assets 4.34 -
Excise Duty/ Export Fees 20.36 15.29
583.73 792.93
(C) Transportation and Selling Expenses
Transportation & Selling 266.48 200.17
Commission on Sales 136.37 142.02
Commitment charges paid under contractual agreement - 3.70
402.85 345.89
Total Other Expenses 4062.65 3,859.54
33.1 Particulars of Spare Parts and components :
% of total % of total
consumption consumption
i) Indigenous 100 463.72 100 733.68

ii) Imported NIL NIL NIL NIL
33.2 Auditors’ Remuneration :
(I) Statutory Auditors
a) For Statutory Audit 5.00 3.30

b) For Quarterly Audit Review Fees 0.80 1.00
c) For Other Services 0.15 0.10
d) For Tax Audit Fees 0.75 0.75
e) For GST Audit Fees - 0.80
f) For Certification Fees 0.10 0.20
6.80 6.15
(II) Cost Auditor
a) For cost Audit 0.50 0.50
b) Out of pocket Expenses(Travelling Expenses) 0.26 0.10
0.76 0.60
Contd.....
79
33.3
Other Information :
a) Value or imports calculated on CIF basis during the yearr NIL NIL
b) Expenditure in Foreign Currency NIL NIL
c) Amount remitted during the year in Foreign Exchange on
account of Dividend NIL NIL
d) Earning in Foreign Currency NIL NIL
NOTE 34: CONTINGENT LIABILITIES NOT PROVIDED FOR :
a) In respect of Statutory Liabilities :
i) Subjudice, Sales tax and Entry Tax including interest thereon 5.53 5.53
ii) Subjudice, Excise Duty and penalty thereon 45.46 45.46
iii) Subjudice, In respect of alleged claim of Stamping fee on vats 55.42 55.42
iv) Subjudice, In respect of fixation of Ethanol price 41.63 41.63
b) In respect of Other Liabilities :
i) Alleged claim of interest on arrears of late payment of cane price 73.09 73.09
ii) In respect of labour cases in dispute, the amount of which is not ascertainable.
iii) Bank Guarantees for Rs.93.26 Lakhs in favor of Oil Companies and Government Department (Previous year Rs.37.98 Lakhs)
c) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.5.00 Lakhs against which
advance has been paid Rs.5.00 Lakhs.(Previous year Rs. 58.01 Lakhs).
NOTE :- The above amount in-respect of contingent liabilities represents best estimates arrived at on the basis of available information as the
actual liability can not be predicted accurately and Company has relied upon expert legal advise against the such disputed liabilities .
35 The interest aggregating to Rs.607.19 Lakhs on delayed payment of sugar cane price for sugar seasons 2011-12 to 2014-15 is due
for payment in view of the Supreme Court’s order no.35113/2017 dated 23.04.2018.The company is contemplating to file a review
petition against above mentioned order of Supreme Court. Therefore, no provision has been made for the above mentioned liability
of Rs. 607.19 Lakhs and also for Rs. 15425.89 Lakhs relating to the subsequent financial years 2015-16 to 22-23; to that extent the
accounts are not maintained on accrual basis.
36 The Central Govt. Ministry of Law & Justice, have issued Notification No.6/2016 dated 1.1.2016 regarding payment of bonus
(Amendment Act 2015) in terms of which the ceiling for payment of bonus has been revised w.e.f. 1st April, 2014. Certain High Courts
have stayed the implementation of revision of Bonus from retrospective effect. ISMA has also filed writ against implementation of
the order with regard to its retrospective effect from 1st April, 2014 and the matter is subjudice. Therefore the Company has not made
provision for this liability for the year ending on 31.03.2015. .
37 In view of accumulated losses, and uncertainty of future profitability the Board have decided not to make any further provision for
Deferred Tax Assets, though not in line with India Accounting Standard-12.
38 In absence of balance confirmations from certain creditors, included in Trade payable and other payable,other current liabilities,
other non-current & current financial assets, Trade Receivables, the Auditors have relied upon the figures appearing in the books of
the Company.
39 Interest subvention @ 50 % of rate charged by lenders (subject to maximum of 6 %) by Government of India on loans of Rs. 1640.50
Lakhs availed from banks for distilleries under the “Scheme for extending financial assistance to sugar mills for enhancement and
augmentation of ethanol production capacity”. Finance cost shown in note no. 31 is net of interest subvention.
40 Employees benefit expenses for the year March 31, 2023 includes Rs.714.50 Lakhs being arrears of wages upto 31.12.2022 payable
towards revision of wages of employees covered under wage board with retrospective effect from October 01,2018, pursuant to
notification no. 2156780/2022/Shrum-2 dated August 03,2022 for sugar and with retrospective effect from 1, September 2016
pursuant to notification 472/36-2-2022-105/2009 dated 15.06.2022 for distillery. The said liability includes Rs.604.49 Lakhs relates
upto 31.03.2022. The liability of arrears of wages is determined by the Company.
41 Revenue from operations includes Rs. 54.99 Lakhs on account of relief granted by OMC industry Committee to Distilleries on supply
of Ethanol to Oil Manufacturing Companies due to increase in price of DFG and fuel and power.
42 Revenue from operations includes Rs. 814.76 Lakhs on account of sale of Export Quota allotted to the Company as per notification
No.F.No.1(1)/2022-Trade dated 05.11.2022 issued by Ministry of Consumer Affairs, food & Public Distribution, Department of Food
& Public Distribution (DFPO), Directorate of Sugar & Vegetable Oils. .
43 Other Statutory Information:-
(i) The Company does not have any transactions with struck off companies.
(ii) The Company does not have any charges or satisfaction of charges which is yet to be registered with ROC beyond the statutory
period. Read along with note 43(vii).
(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the period/year.
(iv) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the intermediary shall.
80
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company
(Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(v) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Partly) with the
understanding (whether recorded in writing or otherwise) that the Company shall.
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(vi) The Company has not raised funds on short term basis which have been utilised for long term purposes.
(vii) The Company has not been declared willful defaulter by any bank or financial institution or other lender. The Company has not
defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.
(viii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies
(Restriction on number of Layers) Rules, 2017 as amended.
44 Reconciliation of statement submitted to Bank:-
The Company has obtained working capital limit from Punjab National Bank & District Co.-Operative Bank. The Company has submitted
monthly statement to the bank, however there is no material difference in reporting the quantity of stock in bank statement as compare to
books of Accounts.
The diffrence between the value as per books of accounts statement submitted with lenders are given below:
(Rs. in Lakhs)
AS ON VALUE AS PER STATEMENT VALUE AS PER BOOKS DIFFRENCE
SUBMITTED WITH LENDERS OF ACCOUNTS
30.04.2022 4819.63 3097.18 1722.45
31.05.2022 4788.71 3754.49 1034.22
30.06.2022 4788.71 4632.01 156.70
31.07.2022 4768.50 4455.27 313.23
31.08.2022 4768.50 4532.75 235.75
30.09.2022 4768.50 4563.78 204.72
31.10.2022 2727.86 2778.29 -50.43
30.11.2022 1523.40 1593.30 -69.90
31.12.2022 1604.80 1592.71 12.09
31.01.2023 1604.80 1592.72 12.08
28.02.2023 1604.80 1591.49 13.31
31.03.2023 1604.80 1592.82 11.98

45 Income Tax assessments (regular u/s 143(3) have been completed upto the Financial year 2016-2017 (Assessment Year 2017-2018)).
The Company has gone in appeal against tax demand of certain assessment orders. The Company has been legally advised that in
view of expected reliefs, no further provision for income tax liability is required.
46 Trade receivables ageing schedule for the year ended as on March 31, 2023 & March 31, 2022
Particulars Outstanding for following periods from due date of payment
Less than 1 year 1-2 Years 2-3 Years More than 3 years Total
Other Trade receivables, March 31, 2023 779.56 33.54 0.52 0.08 813.70
Other Trade receivables, March 31, 2022 1107.53 0.16 1.47 0.01 1109.17
47 Trade payables ageing schedule for the year ended as on March 31, 2023 & March 31, 2022
Particulars Outstanding for following periods from due date of payment
Other Trade payables, March 31, 2023 28202.61 74.85 18.03 73.26 28368.75
MSME payable, March 31, 2023 12.56 2.12 1.08 - 15.76
Other Trade payables, March 31, 2022 28696.44 426.30 14.04 78.73 29215.51
Contd.....
81
48. Capital-Work-in Progress (CWIP) as on March 31, 2023
Particulars Amount of CWIP for the period of
Projects in progress - - - - -
Projects temporarily suspended - - - 38.15 38.15
Total - - - 38.15 38.15
Capital-Work-in Progress (CWIP) as on March 31, 2022
Particulars Amount of CWIP for the period of
Projects in progress 7.78 - - - 7.78
Projects temporarily suspended - - - 38.15 38.15
Total 7.78 - - 38.15 45.93
NOTE NO. 49 : RATIOS

The ratios for the year ended March 31, 2023 and March 31, 2022 are as follows :
Particulars FY 2022-23 FY 2021-22 Variance (in %)
1 Current Ratio = Current Assets / Current Liabilities 0.317 0.466 (31.98)*
2 Debt Equity Ratio = Total outside Liability / (2.86) (3.95) (27.72)**
Shareholder’s equity
3 Debt Service coverage Ratio = Earnings (0.63) (1.46) (57.29)***
available for debt service / Interest + Installments
4 Return on equity (%) = Net Profit after (18.36) (12.97) 41.485**
tax – Preference dividend / Equity shareholder’s fund
5 Inventory Turnover = Revenue from Operations / 4.07 2.682 51.554*
Average Inventory
6 Trade Receivable Turnover = Credit Sales / 56.40 50.94 10.72
Average receivable
7 Trade Payable Turnover = Credit Purchase / 1.87 1.68 11.76
Average A/c Payable
8 Net Capital Turnover = Sales / (3.48) (3.75) (7.03)
Equity shareholder’s fund
9 Net Profit (%) = Net Profit/ EAT / Sale (5.46) (3.53) 54.93**
10 Return on Capital employed (%) = EBIT 13.29 4.14 221.05**
or EBIT (1-T) or PAT + Interest / Equity shareholder’s fund
11 Return on Investment (%) = Return or Profit on earning / (19.04) (13.22) 44.04
Equity shareholder’s fund
* Decrease in closing stock has resulted in change in current year ratio.
** Increase in Loss has resulted in change in current year ratio.
*** Change in debt service coverage ratio is due to increase in loss during the year
Radhika Viswanathan
Date : 30 May, 2023
82

NOTE NO. 50. RELATED PARTIES’ DISCLOSURES :
I Relationship
A Key Management Personnel : (Directors) Designation
1. Sh. Rajat Lal Managing Director
2. Sh. Vivek Viswanathan Joint Managing Director
3. Sh. Rahul Lal Joint Managing Director
B Key Management personnel : (Other than Directors)
1. Mr. G.K. Sharma Chief Financial Officer
2. Mr. A. K. Jain Company Secretary
C Relatives of Key Management Personnel : (Directors) Relation with Key Management Personnel
1. Smt. Poonam Lal Wife of Shri Rajat Lal
2. Ms. Pooja Lal Daughter of Shri Rajat Lal
3. Smt. Radhika Viswanathan Hoon Sister of Shri Vivek Viswanathan
4. Smt. Prarthana Bajaj Wife of Shri Rahul Lal
D Relatives of Key Management Personnel : (Other than Directors)
1. Smt. Leena Sharma Wife of Shri G.K. Sharma
2. Smt. Twinkle Sharma Daughter of Shri G.K. Sharma
3. Mrs. Daizy Jain Wife of Shri A.K.Jain
4. Ms. Aditi Jain Daughter of Shri A.K. Jain
5. Ms. Avni Jain Daughter of Shri A.K. Jain
II Transactions of Expense/Income carried out during the year :

Remuneration Directors’ Fee Rent Paid Interest on Total
Deposits/Loans
Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs
A Key Management 114.41 - - 194.19 308.60

Personnel (Directors) (115.39) - - (189.88) (305.27)
B Key Management Personnel 18.22 - 0.00 0.00 18.22
(Other than Directors) (17.94) - 0.00 0.00 (17.94)
C Relatives of Key Management - 0.80 0.00 0.00 0.80
Personnel (Directors) (-) (0.80) 0.00 (-) (0.80)
TOTAL A+B+C 132.63 0.80 0.00 194.19 327.62
(133.33) (0.80) 0.00 (189.88) (324.01)

III Transactions of Loans and Deposits during the year
Opening Balance Closing Balance

As on 01.04.2022 Received Repaid As on 31.03.2023
Rs. in lakhs Rs. in lakhs Rs. in lakhs Rs. in lakhs
Loans
– Key Management Personnel (Directors) 1,974.35 194.19 67.26 2,101.28
(1,982.89) (189.88) (198.42) (1,974.35)
Contd.....
83
Note No. 51. Segment Reporting :
The Company’s operation predominantly relates to manufacture and sale of Sugar and Alcohol products. Accordingly the Sugar and Alcohol
products primarily comprises the basis for primary and secondary for segment information :
SEGMENT INFORMATION-BUSINESS SEGMENT : Sugar Alcohol Total
Particulars Amount Rs. In Lakhs Amount Rs. In Lakhs Amount Rs. In Lakhs
-Segment Revenue including Excise Duty
External Revenue 43,735.72 11,503.30 55,239.02
(44,171.13) (7,117.80) (51,288.93)
Inter-segment 5,767.39 - 5,767.39
(4,368.55) (-) (4,368.55)
Total 37,968.33 11,503.30 49,471.63
(39,802.58) (7,117.80) (46,920.38)
–Segment Result before interest & tax and exceptional item - Profit/Loss(-) (1,794.20) -54.12 (1,848.32)
(-)(4,978.18) 4,966.64 (11.54)
Less : Unallocated expenses (Net of Unallocable Income) 204.63
(490.55)
Less : Finance Charge 909.24
(1,150.41)
Profit/(Loss) (-) before tax & exceptional item (2,962.19)
(-)(1652.50)
Add : Exceptional Item -
-
Profit/(Loss) (–) before tax (2,962.19)
(-)(1652.50)
– Segment Assets 42,065.26 23,594.62 65,659.88
(50,550.61) (23,502.81) (74,053.42)
Unallocated Assets 7,436.25
(7,299.55)
Total Assets 73,096.13
(81,352.97)
– Segment Liabilities 37,594.38 4,070.43 41,664.81
(42,494.95) (4,504.88) (46,999.83)
Unallocated Liabilities 2,431.39
(2,296.85)
Total Liabilities 44,096.20
(49,296.68)
Segment Capital Expenditure 114.28 153.28 267.56
(116.90) (3,285.17) (3,402.07)
Unallocated Capital Expenditure 1.18
(21.01)
Total Capital Expenditure 268.74
(3,423.08)
– Segment Depreciation 302.92 792.46 1,095.38
(329.36) (394.79) (724.15)
Unallocated Depreciation 13.92
(12.80)
Total Depreciation 1,109.30
(736.95)
51.1 The Company caters only Indian markets.
51.2 Operating segments have been identified on the basis of the nature of products and have been identified as per the quantitative criteria specified in the Ind AS.
51.3 The expenses and incomes which are not directly attributable to any business segment are shown as unallocable expenditure (net of unallocated income).
51.4 Common assets and liabilities which cannot be allocated to any of the segments are shown as a part of unallocable assets/liabilities.
51.5 Unallocated Assets include Deferred Tax Assets. 51.6 Segment Assets includes Revaluation Surplus on Land.
51.7 Figures in ( ) denote Previous year figures.
Radhika Viswanathan
Date : 30 May, 2023
84

Note No. 52. Financial Risk Management
The Company’s activities expose it to credit risk, liquidity risk and market risk. This note explains the sources of risks which the entity is
exposed to and how it mitigates that risk.
A. Credit risk
Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. Company is exposed to credit
risk from trade receivables and deposits with banks. To manage this, Company periodically assesses the financial reliability of customers,
taking into account factors such as credit track record in the market and past dealings with the Company for extension of credit to customers.
Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored. Concentrations
of credit risk are limited as a result of the Company’s large and diverse customer base. Company has also taken advances and security
deposits from its customers/agents, which mitigate the credit risk to an extent. The ageing of trade receivable is given below:
:
Up to 12 months More than 12 months Total Amount (Rs.in Lakhs)
As at 31st March , 2023 779.56 34.14 813.70
As at 31st March , 2022 1107.53 1.64 1109.17
Reconciliation of loss allowance provision

Following table summaries the change in loss allowances measured using life time expected credit loss model. No significant changes in
the estimation techniques or assumption were made during the period.
Particulars Rs.
As at April 01, 2022 56.45
Provided during the year -
Reversal of provision -
Amounts written off (56.45)
As at March 31, 2023 0.00
Other financial assets as on March 31, 2023
Particulars Rs.
As at April 01, 2022 454.05
Provided during the year -
Amounts written off -
As at March 31, 2023 454.05
Other financial assets as on March 31, 2022
Particulars Rs.
As at April 01, 2021 357.11
Provided during the year 96.94
Amounts written off -
As at March 31, 2022 454.05
Company considers factors such as track record, size of the institution, market reputation and service standards to select the banks with
which term deposits are maintained. Term deposits are maintained with banks with which Company has also availed borrowings.

B Liquidity risk :
Liquidity risk is the risk that a company may encounter difficulties in meeting its obligations associated with financial liabilities that are
settled by delivering cash or other financial assets. The Group monitors rolling forecasts of its liquidity requirements to ensure it has sufficient
cash to meet operational needs. The table below provides undiscounted cash flows towards financial liabilities into relevant maturity based
on the remaining period at the balance sheet to the contractual maturity date.
Contd.....
85
(Rs. in Lakh)
Particulars As at March 31st, 2023
Carrying amount On demand 0-12 months More than 12 months Total
Borrowings 9188.18 3694.10 2249.05 3245.03 9188.18

Trade Payables 28384.51 28215.17 76.97 92.37 28384.51
Other financials liabilities 6318.29 - - - 6318.29
TOTAL 43890.98 31909.27 2326.02 3337.40 43890.98
Particulars As at March 31st,2022

Carrying amount On demand 0-12 months More than 12 months Total
Borrowings 14519.87 6747.13 2067.48 5705.26 14519.87
Trade Payables 29215.51 29215.51 - - 29215.51
Other financials liabilities 4473.32 - - - 4473.32
TOTAL 48208.70 35962.64 2067.48 5705.26 48208.70
C. Fair value of financial assets and financial liabilities

Financial instruments measured at fair value can be divided into three levels for determining and disclosing the fair value of financial
instruments by valuation technique.
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices)
or indirectly (i.e. derived from prices);
Level 3 – Inputs for the asset or liability that are not based on observable market data.
Following methods and assumptions are used to estimate the fair values:-
a. Fair value of cash and short-term deposits, trade and other short-term receivables, trade payables, other current liabilities and short-
term borrowings carried at amortised cost is not materially different from it’s carrying cost largely due to short-term maturities of these
financial assets and liabilities.
b. Financial instruments with fixed and variable interest rate fall within level 2 of the fair value hierarchy and are evaluated by Company
based on parameters such as interest rate, credit rating or assessed credit worthiness.
c. Non-listed shares and other securities fall within level 3 of the fair value hierarchy. Valuation is based on the net asset method.
d. Fair value of the borrowing items fall within level 2 of the fair value hierarchy and is calculated on the basis of discounted future cash
flows.
e. Ind AS 101 allow Company to fair value Property, Plant and Equipment on transition. Company has valued property,plant and equipment
as deemed cost.
і) Set out below is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments that are
recognised in the financial statements:
(Rs. in Lakhs)
Carrying amount Level 1 Level 2 Level 3
Financial assets at amortised cost
Trade receivables 813.69
Cash and cash equivalents 193.52
Bank balances 118.21
Loan-current 0.50
Other financial assets- non current 164.79 164.79
86

(Rs. in Lakhs)
Total 1290.71 0.00 164.79 0.00

Financial Liabilities at amortised cost
Borrowings - non current 3245.04 3245.04
Borrowings - current 5943.14 5943.14
Trade Payables 28384.51
Other financial liabilities- current 6318.29
Total 43890.98 5943.14 0.00 3245.04
ii)
Carrying amount Level 1 Level 2 Level 3
Financial assets at amortised cost
Trade receivables 1109.17
Cash and cash equivalents 720.72
Bank balances 129.94
Loan-current 0.50
Other financial assets- non current 154.03 154.03
Total 2114.36 0.00 154.03 0.00
Financial Liabilities at amortised cost
Borrowings - non current 5077.88 5077.88
Borrowings - current 9441.99 9441.99
Trade Payables 29215.51
Other financial liabilities- current 4473.32
Total 48208.70 9441.99 0.00 5077.88
Note :- During the year ended 31st March 2023 & 31st March 2022 there is no transfer between the Level 1 and Level 2
NOTE NO.53. CAPITAL MANAGEMENT
There has not been any change in its objectives, policies and processes for managing capital from previous year. The Company is not
subject to any externally imposed capital requirements.

Particulars As At As At Change
31.03.2023 31.03.2022 In %
Total equity attributable to equity shareholders (15559.21) (12502.85) (0.24)
Borrowings 9188.18 14519.87 0.37

Total Capital (6371.03) 2017.02 0.12
Total equity attributable to equity shareholders

2.44 (6.20)
As percentage of Total Capital
Total Borrowing as percentage of Total Capital (1.44) 7.20
NOTE NO.54. MARKET RISK

The Company is exposed to the risk of movements in interest rates, inventory price that affects its assets, liabilities and future
transactions.
Contd.....
87
i) Interest rate risk

Fluctuation in fair value or future cash flows of a financial instrument because of changes in market interest rates gives rise to interest rate
risk. The Company’s borrowings are linked to base rates of the banks. With all other variables held constant, the following table demonstrates
the impact of change in interest rate on borrowing cost on floating rate portion of loans.
(Rs.in Lakhs)
Particulars As at As at
31st, March 2023 31st, March 2022
Total debt as at the end of the year 9188.18 14519.87
Average annual utilisation of debts at floating rate of interest (%) 97% 97%
Average availment of borrowings at floating rate of interest 8912.53 7708.67
Impact of 1% interest rate variation 89.13 77.09
ii) Inventory price risk
The Company is exposed to the movement in price of principal finished product i.e. sugar. Prices of the sugar cane is fixed by government.
Generally, sugar production is carried out during sugar cane harvesting period from November to April. Sugar is sold throughout the year
which exposes the sugar inventory to the movement in the price. Company monitors the sugar prices on daily basis and formulates the
sales strategy to achieve maximum realisation. The sensitivity analysis of the change in sugar price on the inventory as at year end, other
factors remaining constant in given in table below:
(Rs.in Lakhs)
Particulars As at As at
31st, March 2023 31st, March 2022
Sugar inventory held (Qtl. In Lakhs) 1.97 3.89
Impact of sugar price variation by Rs. 100/Qtl. 196.71 389.00
iii) Regulatory risk
Sugar industry is regulated both by central government as well as state government. Central and State governments polices and regulations
affects the Sugar industry and the Company’s operations and profitability. Distillery business is also dependent on the Government policy.
However, with the removal of major regulatory control on sugar sales by the Central Government, the regulatory risks are moderated by
not eliminated. .
iv) Commodity price risk
Sugar prices are market driven and sugar industry being cyclical in nature, realizations get adversely affected during downturn Higher
cane price or higher production than the demand ultimately affect profitability. The Company has mitigated this risk by well integrated
business model by diversifying into co-generation and distillation, thereby utilizing the by products.
NOTE NO. 55.
“The net worth of the company has since been eroded on account of operational losses, incurred by the company upto the
F.Y. 2014-15, which was basically on account of low recovery of sugar from sugarcane. Whereas on account of improvement
in the sugar manufacturing unit, during the season 2015-16, the recovery has substantially improved with the result that the
company has earned profit during the year 2016-17. The company has also reported profit during the year ending on 31.03.2020
Rs.384.91 Lakhs as compare to loss Rs. 1410.62 Lakhs during the year ending on 31.03.2021. The company is continuously
striving for improvement in the operational efficiencies in other parameters. The company continue to operate at optimum levels
and expects improvement in the operational efficiency in form of improvement in sugar recovery, increase of production of
alcohol through using B heavy molasses, reduction of over heads, finance and other cost. The Government has taken different
measures to improve the financial health of Sugar industry to fix obligation for export of sugar (MIEQ-minimum indicative
export quota) to reduce sugar availability, fixation of minimum support price(MSP) for sugar. Also, the Government has put
a great thrust on promoting ethanol production and has planned to increase the ethanol blending in petrol upto 20 % by 2025.
Ethanol will turn around the economic dynamics of the sugar industry positively. All these measures are expected to turnaround
the operations of sugar industry on sustainable basis. As such the company will remain as a going concern and is likely to pay
it’s liabilities including cane dues from expected generation of cash flow. However the accumulated losses of the company
as at 31.03.2023 were Rs.16084.21 Lakhs (excluding revaluation reserve) as against the paid up capital of Rs. 525.00 Lakhs.
Note No. 56.
Certain previous year figures have been rearranged to make them comparable with current figures.
88

NOTE NO. 57: STATEMENT OF CASH FLOW
For the For the

year ended year ended
March 31, 2023 March 31, 2022
(Rs. in Lakhs) (Rs. in Lakhs)
A. CASH FLOW FROM OPERATING ACTIVITIES :
Net Profit/(Loss) before tax and exceptional item as per Profit & Loss Account (2,962.19) (1,652.50)
Adjustments for : Depreciation 1,109.29 736.95
Interest (Net) 853.95 1,119.55
25.23 105.07
Bad debts & claims written off (Net)
(1.87) 64.50
(Profit)/Loss on sale & Disposal of Fixed Assets (Net) - (0.07)
Unclaimed Credit Balances Written Back 4.34 -
Stores Written off
Operating Profit before working capital changes (971.25) 373.50
Adjustment for : Trade and other receivables 98.53 2,768.83
6,693.16 1,423.03
Inventories
78.22 1,092.59
Trade Payables
Cash generated from operations 5,898.66 5,657.95
Interest paid (382.35) (651.66)
Direct tax paid (Net) 0.30 (26.34)
Net Cash from operating activities 5,516.61 4,979.95
B. CASH FROM INVESTING ACTIVITIES :
Purchase of fixed assets (including Intangible Assets) (260.97) (3,423.08)
Capital Advance 53.01 (368.39)
Sale/Written off of fixed assets (Net) 7.10 -
Interest received 41.10 19.63
Net Cash used in investing activities (159.76)
(3,035.06)
C. CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from fixed Deposit/Directors Loan 126.93 (8.56)
Proceeds from Term Loan/Repayment of Finance Liability (5,427.78)
(1,404.83)
Interest paid (583.20) (492.21)
Net Cash used in Financing Activities (5,884.05) (1,905.60)
Net increase in Cash and Cash equivalents (527.20) 39.29
Opening balance of Cash and Cash equivalents 720.72 681.43
Closing balance of Cash and Cash equivalents 193.52 720.72
Note : Figures in ( ) denote Cash Outgo
Radhika Viswanathan
Date : 30 May, 2023
89

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SIR SHADI LAL ENTERPRISES LTD.

Sir Shadi Lal Enterprises Limited — Scrip Code- 532879

Sub: Notice of 89th Annual General Meeting and Annual Report

In compliance with the above-mentioned circulars, the Notice of the

This is for your kind information and Record

(Ajey Kumar Jain)

SIR SHADI LAL ENTERPRISES LIMITED

MANUFACTURING UNITS : Upper Doab Sugar Mills,

Shamli Distillery & Chemical Works,

SIR SHADI LAL ENTERPRISES LIMITED

NOTICE FOR THE 89TH ANNUAL GENERAL MEETING

ANNEXURE TO NOTICE Directors Meeting by circular resolution dated 01.10.2021. He

This Committee was constituted on 15.10.2020, As a Good

Sr. Name of Committee Member Position

ANNEXXURE TO AGM NOTICE

Experience 29 Years 30 years

Expertise in specific functional areas Finance & Administration Administration

Date of Appointment on the Board 24.03.2001 30.10.2012

Number of shares held 1296004 39132

Chairmanship / Member-ship of Committees

ANNEXURE ‘1’ TO DIRECTORS’ REPORT

For RAHUL SAINI & CO.

ANNEXURE ‘2’ TO DIRECTORS’ REPORT

I. Registration & Other details :

4. Category/Sub-category of the Company PUBLIC LIMITED

Upper Doab Sugar Mills,

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Demat Physical Total % of total Demat Physical Total % of total

Shareholding at the beginning of the Shareholding at the end of the year

Total 3242884 61.769 – 3242884 61.769 – –

Change in Promoters’ Shareholding (please specify)

Shareholding Cumulative Shareholding

At the end of the year :

Shareholding at the beginning Cumulative Shareholding

Investor Education & Protection Fund

At the end of the year 31.03.2023 129964 2.475 129964 2.475

2 Anushree Himanshubhai Shah

At the beginning of the year 01.04.2022 122400 2.331 122400 2.331

At the end of the year 31.03.2023 70188 1.3369 70188 1.3369

At the beginning of the year 01.04.2022 0 0 0 0

At the end of the year 31.03.2023 53805 1.0249 53805 1.0249

At the beginning of the year 01.04.2022 100000 1.9048 100000 1.9048

At the beginning of the year 01.04.2022 43485 0.828 43485 0.828

8 Raviraj Developers Limited

At the beginning of the year 01.04.2022 32542 0.620 32542 0.620

At the end of the year 31.03.2023 51123 0.9738 51123 0.9738

9 Atrun Fiscal Private Limited

At the beginning of the year 01.04.2022 36198 0.6895 36198 0.6895

At the end of the year 31.03.2023 43261 0.824 43261 0.824

Name of the Directors

1 Sh. Rajat Lal 1332252 25.376 1332252 25.376

2 Sh. Vivek Viswanathan 1296004 24.686 1296004 24.686

3 Sh. Rahul Lal 5 – 5 –

4 Smt. Radhika Viswanathan Hoon 39132 0.745 39132 0.745

Total 2667393 50.807 2667393 50.807

Shareholding of KMP Other than MD/Manager /WTD

Sh. Ajay Kumar Jain – – – –

Sh. Gajendra Kumar Sharma – – – –

Indebtedness at the beginning of the financial year (Ra. in Lakhs)