Annual Report 2015 Plain - KM Sugar

1 Company Information ..BOARD OF DIRECTORSC hairmanShri L. K. JhunjhunwalaWhole Time DirectorShri Aditya Jhunjhunwala, Managing DirectorShri Sanjay Jhunjhunwala, Joint Managing DirectorShri Subhash Chandra Agarwal, Executive DirectorNon Executive and Independent DirectorShri H. P. SinghaniaDr. Kirti SinghShri R. S. ShuklaShri S. K. GuptaSmt. Madhu MathurCompany SecretaryMr. Rajeev KumarAuditorsM/s. MEHROTRA & MEHROTRA,Chartered Accountants,C-561, DEFENCOLONY,NEW DELHI - 110024 BankersSTATE BANK OF INDIAPUNJAB NATIONAL BANKFEDERAL BANK BANKR egistered Office11, Moti Bhawan, Collectorganj,Kanpur - 208001 U. Office & WorksMotinagar, Distt. Faizabad - 224201 ( )Nominee DirectorMr. A. K. Mishra ( )Directors Report ..2To,financial year Sugar trading was Nil). Profit after interest The Members,and depreciation stood at Rs. 901 Lacs as against the profit of Rs. 1279 Lacs in preceding year.

2 Profit after tax Your Directors have pleasure in placing the 42nd for the 18 months ended March 31, 2015 was Director's Report along with the Audited Statement Lacs compared to profit of Rs. 1260 Lacs in the of Accounts for 18 months ended on 31st March, preceding It is also pertinent to mention here that in terms of the requirement of section 2(41) of the DividendCompanies Act, 2013, the Company aligned its Due to accumulated losses your directors have not financial year from April- March. Hence, accounts for recommended any dividend for the financial year the 18 months started on 1st October 2013 to 31st ended 31st March , 2015 are being placed. Further, subsequent financial years of the Company shall begin on 1st Transfer to reserves:April and end as on 31st March. Performance of Divisions:-Financial PerformanceSugar DivisionThe Financial performance of the Company during Crushing season till 31st March, 2015 consisted of two the year 18 months ended 31st March 2015 as under Sugar seasons for 18 months for the Company.

3 The :company has crushed Lacs qtls. of cane and the (Rupees in Lacs)season ran for 263 days. Sugar sale was lacs as against lacs. The other details are as under:Overall PerformanceFor the period of 18 months ended on 31st March, 2015, sales stood at Rs. Lacs (net of excise duty) against the Rs. (net of excise duty) of previous financial year 2012-13( 12months ended on 30-09-2013). During the financial year under Co-Generation:review, the company had done trading of Sugar for During the crushing season reported the company Rs. lacs whereas during the preceding produced 16,44,42,230 KWH power and exported For 18 Months ended as at 31st March,2015 (Rs.) As at 30th September,2013(Rs.)Profitbeforeinterest, depreciation & tax 3700 3504 Less: Interest Depreciation (1373) (1426) (1324)(901)Profit before tax 901 1279 Provision for taxation (including FBT) Provision for taxation (deferred) (103) (49) -(19)Net Profit before extraordinary Items 749 1260 Add: Extra ordinary item(0)(0)Net Profit7491260 Earning Per Share of Rs 2 18 months ended 31-03-2015 Season 2012-2013 (12 months) Gross Working days 263 142 Total Cane Crushed (qtls.)

4 18348401 9156678 WhitesugarProduced(qtls) 1708881 877655 Average Recovery Directors Report ..39,82,95,057 KWH to UPPCL. Power sale was Auditorslacs as against Mehrotra & Mehrotra, Chartered Accountants, New Delhi, Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. They have furnished a certificate to the effect that their proposed reappointment, if made, will be in accordance within the limits specified u/s 139 of the Companies Act, 2013. Pursuant to the provisions of Section 139, 142 and other applicable provisions, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 the existing Auditors can be re-appointed to hold office maximum up to the conclusion of 44th Annual general meeting of the DistilleryCompany, whereafter new Auditor shall be required to During the 18 months ended as at 31-03-2015, be appointed.

5 Accordingly the Board propose for re-Company Produced Lacs BL of Rectified Spirit appointment of existing Auditors to hold office up to with a recovery of which is better in the conclusion of 44th Annual General Meeting for comparison of preceding year production of audit of financial statements for year ending at 31st Lacs BL. with a recovery of during preceding March, 2017, subject to ratification their continuance Financial Year 2012-2013 ( twelve months). Sale of by shareholders at Annual general meeting. RS and Country liquor were lacs as against Auditors' lacsThe comments on the statement of account referred to in the Report of the auditors are self-explanatory, and explained in the appropriate notes to the AuditorsM/s Amit Gupta & Associates, Practicing Company Secretaries were appointed as secretarial auditors of the Company for the year 2013-15 as required under Section 204 of the Companies Act, 2013 and Rules made thereunder.

6 The secretarial audit Report for FY 2013-15 forms part of the Annual Report (Annexure to the Directors' Report in Form MR. 3) and carries no qualifications, reservations, adverse remarks or Reference to BIFR Under Section 15 and Other disclaimers and hence no explanations are provisions of the Chapter III of the Sick The Board has further appointed M/s Amit Gupta & Industrial Companies ( Special Provisos ) Act , Associates, Practicing Company Secretaries, as 1985secretarial auditor of the Company for the financial year As mentioned in the last Report that due to erosion of 2015-16. the Net worth of the Company, the reference was Cost Auditors registered with the Board for Industrial and Financial The Central Government approved the appointment of Reconstruction (BIFR) in terms of the provisions of M/s. Aman Malviya & Company, Cost Auditor, Lucknow the Sick Industrial Companies ( Special Provisions) as Cost Auditors for conducting Cost Audit for Sugar and Act , 1985 on 28-02-2013 on the basis of audited Industrial Alcohol businesses for the 18 months ended accounts for the year ended 30th September,2012.

7 31st March 2015, Report of which shall be submitted in The reference made with BIFR is still course of time The Board has approved their Directors Report ..4appointment for the year 2015-16 and their Listing Agreementremuneration is subject to approval by the Company in The equity shares of the company are listed with the the forthcoming Annual General Meeting. Bombay Stock Exchange Limited and National Stock DirectorsExchange Limited and listing fees for 2015-16 had At the ensuing Annual General Meeting Shri been duly and Shri Adiya Jhunjhunwala, Directors Directors' Responsibility Statementof your Company, retire by rotation u/s 152 of the In pursuance of sub-section (5) of Section 134 of the Companies Act, 2013 and being eligible had offered Companies Act, 2013, in respect of Directors' themselves for re-appointment at the ensuing Annual Responsibility Statement, the Board of Directors General Meeting.

8 Confirms:Ms. Shruti Modi who was appointed as an Additional (i) that in the preparation of the Annual accounts Director of the Company by passing a resolution by for the 18 months ended on March 31, 2015 circulation on 30-03-2015, resigned on 28-05-2015. the applicable accounting standard have been Further, Shri Jhunjhunwala, Chairman-cum-followed by the , Shri Aditya Jhunjhunwala, Managing Director, (ii) that the directors of the company have Shri Sanjay Jhunjhunwala, Jt. Managing Director and selected such accounting policies, applied Shri Agarwal, Executive Director were appointed at them consistently, made judgments and the Annual General Meeting held on 19-03-2012 for a estimates that are reasonable and prudent so period of three years 1st March,2013 to 28th as to give a true and fair view of the state of February,2015 and their term expire thereafter.

9 After affairs of the Company at the end of the having been recommended by the Nomination & financial year and of the profit of the Company Remuneration Committee of the Company, the Board for the year ended on that their appointment in the Board (iii) that the directors of the Company have taken meeting held on 14-02-2015 for a period of 5 ( five ) proper and sufficient care for the maintenance years 1st March,2015 to 29th February, adequate accounting in accordance with Mrs. Madhu Mathur were appointed as Independent provisions of the Companies Act, 2013, for Directors of the Company by the Board in their safeguarding the assets of the company and for meetings held on 28-05-2015 and Mr. Singhania, detecting fraud and other irregularities; andMr. Gupta, Dr. Kirti Singh and Mr. Shukla were (iv)that the directors of the Company have appointed as Independent Directors of the Company prepared the Annual accounts on a going by the Board in their meetings held on 11-08-2015 concern , subject to approval of the shareholders at (v)that the directors, had laid down internal general meeting.

10 In terms of Section 149, 150 and 152 financial controls to be followed by the read with Schedule IV and any other applicable company and that such internal financial provisions, if any of the Companies Act, 2013 and rules controls are adequate and were operating made thereunder and Clause 49 of the Listing , the approval of the shareholders is sought (vi)that the directors had devised proper systems for their appointment as Independent Directors for a to ensure compliance with the provisions of all term of five consecutive years from the original date of applicable laws and that such systems were appointment. The Board considers that their adequate and operating association would be of immense benefit to the Company and it is desirable to continue to avail Significant and material orderstheir services. There are no significant and material orders passed Public Depositsby the regulators or courts or tribunals impacting the During the financial year ended 31-03-2015 for the going concern status and the Company's operations period 18 of months, the company has not accepted in future.