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Directors Report of DCM Shriram Ltd.

Mar 31, 2016

The Directors have pleasure in presenting the 27th Annual Report of the Company along with Audited Financial Statements, both standalone and consolidated, for the year ended 31st March, 2016.

Financial Highlights

The results for the year ended 31.3.2016 and 31.3.201 5 are as under:

(Rs. in Crores)

Particulars Standalone Consolidated 31.3.2016 31.3.2015 31.3.2016 31.3.2015

Total revenue 5,787.51 5,556.73 5,879.78 5,690.76

Profit before 591.95 473.39 543.60 450.31 depreciation, finance cost and tax

Depreciation 94.90 107.00 98.64 110.20

Finance cost 85.15 109.30 85.83 111.75

Profit before tax 411.90 257.09 359.13 228.36

Provision for taxation 61.64 15.16 61.91 17.56

Profit after tax 350.26 241.93 297.22 210.80

Balance brought 951.34 762.48 878.67 721.71 forward from previous year

A. Net profit available 1,301.60 993.49 1,175.89 920.82 for appropriation

Appropriations

- Proposed dividends 51.97 35.73 51.97 35.73 on equity shares (including Interim dividends)

- Corporate dividend 10.59 6.29 10.59 6.29 tax

- Storage fund for 0.17 0.13 0.17 0.13 molasses account

- General reserve - - - -

B. Total Appropriations 62.73 42.15 62.73 42.15

C. Balance carried 1,238.87 951.34 1,113.16 878.67 forward (C = A - B)

State of Company''s Affairs/Performance

The Company reported improved financial performance in FY 16 on account of improvement in sugar business'' operating environment and robust performance of the chemicals business.

The Company''s total revenues stood at Rs.5,880 Crores in FY 16 vs. Rs.5,691 Crores last year.

FY 16 EBITDA improved significantly to Rs.544 Crores from Rs.450 Crores last year. Improvement in earnings during the year was primarily due to profits in sugar business vs. losses last year, which was a result of better recoveries, cash cane subsidy for SS 2014-15 that was received and accounted this year and lower inventory write downs vs. last year. Earnings growth in Chemicals business improved on better realizations and overall control on inputs costs.

Fenesta™ Business showed improvement in earnings as higher volumes led to the business turning PBT positive for the year.

Performance of the Company''s Agri-input businesses - Shriram Farm Solutions and Bioseed, was impacted by the challenging domestic Agri scenario that led to lower volumes and margins during the year. Fertilizer business'' earnings during the year declined due to the tightening in energy norms under the New Urea Policy, which came into effect from 1st June, 2015.

The Company''s finance costs for the year stood lower at Rs.86 Crores vs. Rs. 112 Crores last year. Net Debt increased to Rs. 1,057 Crores vs. Rs.688 Crores last year. The increase in Net Debt was due to the ongoing expansion in Chlor Alkali and Sugar businesses and higher sugar inventory and subsidy receivables.

Net Profit for FY 16 was up by 41 % to Rs.297 Crores from Rs.211 Crores in FY 15.

The Company''s expansion projects in Chemicals and Sugar businesses are proceeding as per plan with full commissioning expected by September/October, 2016. In Q1 FY 17, a part of the new additional capacity at Bharuch plant was commissioned. These expansion projects would start contributing to the Company''s growth from the second half of FY 17.

Sustained healthy performance by the Company led to upgrade in Q4 FY 1 6 in Long Term credit ratings to [ICRA] ''AA-'' from earlier [ICRA] ''A ''. Company''s Short Term rating was affirmed at [ICRA] ''A1 ''.

Dividend

Your Directors are pleased to recommend a final dividend @ 40% i.e. Re.0.80 per equity share of Rs.2/- each for the year ended 31.3.2016. The total dividend for the financial year 2015-16 aggregates to 160% i.e. Rs.3.20 per equity share of Rs.2/- each (including two interim dividends @ 60%, i.e. Rs. 1.20 per equity share each paid in November, 2015 and February, 2016 respectively).

Number of Meetings of the Board

The Board met 5 times during the financial year on 1.5.2015, 2.8.2015, 2.11.2015, 2.2.2016 and 5.2.2016.

Subsidiary/Associate/Joint Venture Companies

Details of Companies, which has become or ceased to be Subsidiary/Associate/Joint Venture (JV) during the year, are as follows:

The Scheme of Amalgamation of Shriram Bioseeds Limited, Mauritius (SBLM) into Bioseeds Limited, Mauritius (BLM) was approved by the Hon''ble Supreme Court of Mauritius vide its Order dated 25th May, 2015. Consequently, SBLM merged into BLM w.e.f. 22nd April, 2015.

Hariyali Services Limited, a wholly owned subsidiary of the Company, has made an application to the Registrar of Companies, NCT of Delhi and Haryana for striking off its name which is under process.

Report on Performance and Financial Position of Subsidiaries, Associate and JV Company

The details regarding the performance and financial position of Company''s Subsidiaries, Associate and JV are given in Annexure - 1 of this Board''s Report.

Risk Management Framework

The Company has in place a Risk Management Framework, which was approved by the Board on 28.1.2006 and was implemented w.e.f. 2.1.2007. The said framework includes risk identification, assessment, response and monitoring system for mitigation of risk.

Company''s Policy on Directors'' Appointment and Remuneration

The criteria for Directors'' appointment has been set up by the Nomination, Remuneration and Compensation Committee, which includes criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Sub- section (3) of Section 178 of Companies Act, 2013 ("the Act"). The Remuneration Policy is attached as Annexure - 2 to this Board''s Report.

Corporate Social Responsibility

The details about the Policy on Corporate Social Responsibility (CSR) including programmes/activities undertaken on CSR, Annual Report on CSR activities and the composition of CSR Committee are provided in a separate section, which forms part of this Board''s Report.

Vigil Mechanism

The Company has established a Vigil Mechanism for Directors and Employees of the Company to Report genuine concerns including unethical behavior, actual or suspected frauds or violation of Company''s code of conduct or ethics etc.

The Mechanism also provides for adequate safeguards against victimization of Director(s)/Employee(s) who avail of the Mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

The Vigil Mechanism is also available on Company''s website at the following web link:

(http://dcmshriram.com/sites/default/files/vigil- mechanism.pdf)

Related Party Transactions

The Company has formulated a policy on dealing with related party transactions, which is also available on Company''s website at the following web link:

(http://dcmshriram. com/sites/default/files/related- party- transaction-policy.pdf)

During the year, there were no contracts or arrangements entered into with related parties as referred to in Section 188(1) of the Act, the particulars of which are required to be disclosed in Form AOC-2.

Material Subsidiary Policy

The Company has formulated a policy for determining ''Material'' Subsidiaries, which is also available on Company''s website at the following web link:

(http://dcmshriram.com/sites/default/files/material- subsidiary-policy.pdf)

Particulars of Loans, Guarantees or investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act and relevant rules thereunder, are given in the notes to Financial Statements.

Fixed Deposits

1. The details relating to deposits, covered under Chapter V of the Act:

a) accepted during the year : Rs. 16,64,24,033/-

b) remained unclaimed as at the end of the year: Rs. 10,52,372/-

c) there has been no default in repayment of deposits or payment of interest thereon during the financial year ended on 31st March, 2016.

2. There are no deposits, which are in non-compliance with the requirements of Chapter V of the Act.

Details in respect of adequacy of Internal Financial Control with respect to Financial Statements

The Company has in place adequate Internal Financial Controls with respect to financial statements. No material weakness in the design or operation in such controls was observed during the year.

DCM Shriram Employee Stock Purchase Scheme

The Company has an Employee Stock Purchase Scheme (DCM Shriram ESPS) duly approved by Members, vide Special Resolution passed on August 13, 2013 and aligned in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014. DCM Shriram ESPS provides for grants of equity shares through Trust, purchased from Secondary Market, to the eligible Employees as may be decided by the Nomination, Remuneration and Compensation Committee from time to time. DCM Shriram ESPS is a secondary market scheme and hence no fresh issue of shares was made. There are no voting rights exercised on the shares held by the Trust. Further, there are no material changes in the DCM Shriram ESPS and it is in compliance with the applicable regulations. The details required as per SEBI (Share Based Employee Benefits) Regulations, 2014 is available at the following web link of the Company:

(http://www.dcmshriram.com/DCM-Shriram-ESPS- Report)

Directors and Key Managerial Personnel (KMP)

Shri K.K. Kaul and Shri Sharad Shrivastva, Directors retire by rotation, and being eligible, offer themselves for re-appointment.

Shri Sameet Gambhir was appointed as Company Secretary and KMP of the Company w.e.f. 1.4.201 5.

The Company has received declaration from all the Independent Directors of the Company under Section 149(7) of the Act, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The details of familiarization programme for Independent Directors are available on Company''s website at the following web link:

(http://dcmshriram.com/sites/default/files/ familiarisation-programme-re-independent-directors. Pdf)

Manner & Criteria of formal annual evaluation of Board''s performance and that of its Committees and Individual Directors

In compliance with requirements of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the formal annual performance evaluation of the Board, its Committees and Individual Directors has been conducted as under:

A. Manner of evaluation as recommended to the Board by the Nomination, Remuneration and Compensation Committee ("NRCC")

1. The Chairman of the Board consulted each Director separately about the performance of Board, Committees and other Directors and sought inputs in relation to the above. The Chairman then collated all the inputs and shared the same with the Board.

2. In respect of the evaluation of Chairman of the Board, the Chairman of the NRCC collated the inputs from Directors about Chairman''s performance as a Director of the Board and/ or Chairman or the Member of the Board Committees and shared the same with the Board.

The Board as a whole discussed the inputs on performance of Board/Committees/Individual Directors and performed the evaluation, excluding the Director being evaluated.

B. Criteria of evaluation as approved by the NRCC

The aforesaid evaluation was conducted as per the criteria laid down by the NRCC as follows:

Performance of Evaluation Criteria

(i) Board as a - Fulfillment of functions of the whole Board (for instance guiding corporate strategy, risk policy, business plans, corporate performance, monitoring Company''s governance practices etc., as per the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,

- Number of Board Meetings held during the year.

(ii) Board - Fulfillment of functions of the Committees Committee with reference to its terms of reference, the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,

- Number of Committee Meetings held during the year.

(iii) Individual - Fulfillment of responsibilities as a Directors Director as per the Act, the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and applicable Company policies and practices,

- In case of the concerned Director being Independent Director, Executive Director, Chairperson of the Board or Chairperson or Member of the Committees, with reference to such status and role,

- Board and/or Committee meetings attended, * General Meetings attended.

Particulars of Employees

The details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of Employees of the Company, are given in Annexure - 3 of this Board''s Report.

However, in terms of Section 136(1) of the Act, this Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the Statement of Particulars of Employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, the same is made available to him on receiving a request.

Composition of Audit Committee

As on the date of this report, the Audit Committee comprised of 4 Independent-Non-Executive Directors, viz.. Dr. S.S. Baijal as Chairman, and Shri Arun Bharat Ram, Shri Pradeep Dinodia and Shri D. Sengupta as Members.

Extract of Annual Return

The Extract of Annual Return of the Company as on 31.3.2016 in Form MGT-9 is attached as Annexure - 4 to this Board''s Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure - 5 of this Board''s Report.

Secretarial Audit Report

The Board appointed M/s. Sanjay Grover & Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended 31st March, 2016 is attached as Annexure - 6 to this Board''s Report. The Secretarial Audit Report does not contain any qualification or reservation or adverse remark or disclaimer.

Unclaimed Shares Suspense Account

In terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company reports the following details in respect of equity shares lying in the suspense account, which were issued in physical form:

Balance as on No. of Members Balance as on 1.4.2015 who approached the 31.3.2016 Company for transfer of shares and shares transferred from Suspense Account during the year

No. of No. of No. of No. of No. of No. of holders shares holders Shares Holders Shares

4,542 6,70,790 17 3,410 4,525 6,67,380

The voting rights on the shares in the suspense account as on 31st March, 2016 will remain frozen unless the rightful owners of such shares claim the shares.

Corporate Governance

The Company is committed to adhere to best corporate governance practices. The separate sections on Management Discussion and Analysis, Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

Auditors

M/s. Deloitte Haskins and Sells, Chartered Accountants, shall retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

Cost Auditors

The Company appointed M/s. Bahadur Murao & Co., Cost Accountants, New Delhi as Cost Auditors for the financial year 2016-17 to audit the cost accounting records of its products namely. Fertilisers, Chemicals, Cement, PVC, UPVC Articles, and of Power Plants (if applicable) at SFC Kota and SAC Jhagadia.

The Company also appointed M/s. J.P. Sarda & Associates, Cost Accountants, Kota as Cost Auditors for the financial year 2016-17 to Audit its cost accounting records of its DSCL Sugar units including Power selling plants.

Shifting of Registered Office of the Company

The Registered office of the Company has been shifted to 1st Floor, Kanchenjunga Building, 18, Barakhamba Road, New Delhi - 110001 from 5th Floor, Kanchenjunga Building, 18, Barakhamba Road, New Delhi - 110001 w.e.f. 2.2.2016.

Directors'' Responsibility Statement

Your Directors state that:

a) in preparation of annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls as followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Industrial Relations

The Company continued to maintain harmonious and cordial relations with its workers in all its Divisions, which enabled it to achieve this performance level on all fronts.

Acknowledgements

The Directors wish to thank Customers, the Government Authorities, Financial Institutions, Bankers, Other Business Associates and Members for the co-operation and encouragement extended to the Company. The Directors also place on record their deep appreciation for the contribution made by the employees at all levels.

On behalf of the Board

New Delhi AJAY S. SHRIRAM

10 May, 2016 Chairman & Sr. Managing Director

DIN : 00027137


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 26th Annual Report of the Company along with Audited Accounts for the year ended 31st March, 2015.

Financial Highlights

The results for the year ended 31.3.2015 and 31.3.2014 are as under:

(Rs. in crores)

Particulars Standalone Consolidated

31.3.2015 31.3.2014 31.3.2015 31.3.2014

Total revenue 5,556.73 6,133.01 5,690.76 6,231.97

Profit before 473.39 587.34 450.31 558.91 depreciation, finance cost and tax

Depreciation 107.00 134.13 110.20 137.89

Finance cost 109.30 145.88 111.75 148.58

Profit before tax 257.09 307.33 228.36 272.44

Provision for taxation 15.16 32.67 17.56 30.06

Profit after tax 241.93 274.66 210.80 242.38

Balance brought 762.48 539.35 721.71 592.79 forward from previous year

Net profit available for 993.49 875.94 920.82 835.17 appropriation

Appropriations

- Proposed 35.73 32.76 35.73 32.76 dividends on equity shares (Incl. Interim dividend)

- Corporate 6.29 5.57 6.29 5.57 dividend tax

- Storage fund 0.13 0.13 0.13 0.13 for molasses account

- General reserve - 75.00 - 75.00

Balance carried 951.34 762.48 878.67 721.71 forward

State of Company''s Affairs/Performance

The Company recorded a satisfactory performance despite challenging second half of the year, which witnessed a sharp fall in realizations of almost all its products in line with global trends.

The Company''s total revenues during the year declined by 8.7% to Rs. 5,691 Crores due to lower sales volumes of bulk Fertilisers and Sugar.

EBITDA in FY 15 stood at Rs.450 Crores vs. Rs.559 Crores last year. This decline in the Company''s EBITDA was primarily on account of lower earnings of the Company''s Sugar and Chloro-Vinyl businesses. The Sugar business'' earnings was due to the steep fall in sugar realizations from September, 2014 onwards. The Company had to write down the sugar inventory by Rs.98 Crores in line with the prevailing prices. Sharp fall in realizations of Company''s Chloro-Vinyl products and rise in key input costs in second half of the year led to lower earnings during the year.

The impact of lower earnings in Sugar and Chloro-Vinyl businesses was partly moderated by improvement in earnings of Bioseed, Fertiliser and Farm Solutions businesses. Earnings of the Company''s Bioseed business were boosted by strong domestic operations and lower losses in International business during the year. The Fertiliser and Farm Solutions business'' earnings were positively impacted by increase in reimbursement of conversion costs and higher margins in bulk Fertilisers, respectively. The Fenesta business achieved operating breakeven for the full year.

The Company''s finance costs for the year stood lower at Rs.112 Crores vs. Rs.149 Crores last year. Net Debt stood at Rs.688 Crores vs. Rs.683 Crores last year.

Net Profit for FY 15 stood at Rs.211 Crores as compared to Rs.242 Crores in the previous period.

During the year, the Company announced capex projects totaling Rs.659 Crores aimed at expanding Chlor-Alkali capacity at the Bharuch plant and for expansion and upgradation of Co-gen power capacity in the Sugar business. These projects are expected to contribute to the Company''s growth from the second half of FY 17.

Dividend

Your Directors are pleased to recommend dividend @ 20% i.e. Re.0.40 per equity share of Rs.2/- each for the year ended 31.3.2015. The total dividend for the financial year 2014-15 aggregate to 110% i.e. Rs.2.20 per equity share of Rs.2/- each (including interim dividend @ 90% i.e. Rs. 1.80 per equity share of Rs. 2/- each paid in August, 2014).

Number of meetings of the Board

The Board met 8 times during the financial year on 28.4.2014, 15.5.2014, 2.7.2014, 29.7.2014, 12.8.2014, 4.10.2014, 12.11.2014 and 3.2.2015.

Subsidiary/Associate/Joint Venture Companies

Details of Companies, which have become or ceased to be Subsidiaries/Associate/Joint Venture (JV) during the year:

- DCM Shriram Thermal Energy Limited, DCM Shriram Hydro Energy Limited, DCM Shriram Energy & Infrastructure Limited and Hariyali

India Limited were struck off from the Register of Companies as these were not carrying on any business activities;

- Zeus Investments Limited, Mauritius an overseas subsidiary Company was Voluntarily Liquidated and dissolved on 21.7.2014 as published in the Government Gazette of Mauritius;

- Consequent to the Joint Venture Agreement entered with M/s. Axiall, LLC (subsidiary of Axiall Corporation, USA), Shriram Axiall Private Limited became a 50:50 JV Company between Axiall, LLC and the Company w.e.f. 10.4.2014.

Report on Performance and financial position of Subsidiaries, Associate and JV Company

The details regarding the performance and financial position of Company''s Subsidiaries, Associates and JV are given in Annexure - 1 of this Board''s Report.

Risk Management Framework

The Company has in place a Risk Management Framework, which was approved by the Board on 28.1.2006 and was implemented w.e.f. 2.1.2007. The said framework includes risk identification, assessment, response and monitoring system for mitigation of risk.

Company''s Policy on Directors'' Appointment & Remuneration

The criteria for Directors'' appointment is set up by Nomination, Remuneration and Compensation Committee, which includes criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Sub- section (3) of Section 178 of Companies Act, 2013 ("the Act"). The Remuneration Policy is attached as Annexure - 2 of this Board''s Report.

Corporate Social Responsibility

The details about the Policy on Corporate Social Responsibility (CSR) including initiatives taken on CSR, annual report on CSR activities and the composition of CSR Committee are provided in a separate section, which forms part of this Board''s Report.

Vigil Mechanism

The Company has established a vigil mechanism for Directors and employees of the Company to Report genuine concerns including unethical behavior, actual or suspected, frauds or violation of Company''s code of conduct or ethics etc.

The mechanism also provides for adequate safeguards against victimization of Director(s)/ Employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

The Vigil Mechanism is also available on Company''s website at the following web link:

(http://dcmshriram.com/images/downloads/company-

policies/vigil-mechanism.pdf)

Related Party Transactions

The Company has formulated a policy on dealing with related party transactions, which is also available on Company''s website at the following web link:

(http://dcmshriram.com/images/downloads/company-

policies/related-party-transaction-policy.pdf)

There are no contracts or arrangements with related parties under Section 188(1) of the Act, the particulars of which are required to be disclosed as per Section 134(3)(h) of the Act.

Material Subsidiary Policy

The Company has formulated a policy for determining ''Material'' Subsidiaries, which is also available on Company''s website at the following web link: (http://dcmshriram.com/images/downloads/company- policies/material-subsidiary-policy.pdf)

Particulars of Loans, Guarantees or investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements.

Fixed Deposits

1. The details relating to deposits, covered under Chapter V of the Act:

a) accepted during the year : Rs. 13,59,54,972/-

b) remained unclaimed as at the end of the year: Rs.1,31,874/-

c) there has been no default in repayment of deposits or payment of interest thereon during the financial year ended on 31st March, 2015.

2. There are no deposits, which are in non-compliance with the requirements of Chapter V of the Act.

Details in respect of adequacy of Internal Financial Control with respect to Financial Statements

The Company has in place adequate Internal Financial Controls with respect to financial statements. No material weakness in the design or operation in such controls was observed during the year.

DCM Shriram Employee Stock Purchase Scheme

The Company has an Employee Stock Purchase Scheme (DCM Shriram ESPS) duly approved by Shareholders, vide Special Resolution passed on August 13, 2013 and aligned in accordance with SEBI (Shares Based Employee Benefits) Regulations, 2014. The ESPS Scheme provides for grants of equity shares through Trust, purchased from Secondary Market, to the Eligible Employees as may be decided by Compensation Committee from time to time. The Scheme is a secondary market scheme and no fresh issue of shares is made. There are no voting rights exercised on the shares held by the Trust.

Accordingly, the applicable disclosure as on 31st March, 2015 is as follows:

Directors and Key Managerial Personnel

Shri K.K. Kaul, Whole Time Director and Shri Sharad Shrivastva (LIC Nominee), were appointed the Additional Directors w.e.f. 2.7.2014 and as Directors in the Annual General Meeting of the Company held on 12.8.2014.

Smt. Ramni Nirula was appointed an Additional Director of the Company in the category of Independent Director, w.e.f. 3.2.2015, whose appointment is being placed before the Shareholders in the ensuing Annual General Meeting.

Shri Ajit S. Shriram, Director retires by rotation, and being eligible, offers himself for re-appointment.

Shri Ajay S. Shriram, Chairman & Sr. Managing Director, Chief Executive Officer, Shri J.K. Jain, Chief Financial Officer and Shri B.L. Sachdeva, Company Secretary, were appointed as Key Managerial Personnel (KMP) of the Company on the existing terms & conditions of their appointment.

Shri Sameet Gambhir joined as Company Secretary and KMP of the Company w.e.f. 1.4.2015.

Shri Rajesh Kandwal (LIC Nominee) has resigned from the Company w.e.f. 11.6.2014.

Shri B.L. Sachdeva, Company Secretary and KMP retired from the services of the Company w.e.f. 31.3.2015.

The Company has received declaration from all the Independent Directors of the Company under Section 149(7) of the Act, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Clause 49 of the Listing Agreement.

The details of familiarization programme for Independent Directors are available on Company''s website at the following web link:

http://dcmshriram.com/imaqes/downloads/company- policies/familiarisation-programme-re-independent- directors.pdf

Manner & Criteria of formal annual evaluation of Board''s performance and that of its Committees and Individual Directors

In compliance with requirements of the Act and the Listing Agreement, the formal annual performance evaluation of the Board, its Committees and Individual Directors has been conducted in the following manner:

A. Manner of evaluation recommended to the Board by Nomination, Remuneration and Compensation Committee ("NRC")

1. The Chairman of the Board consulted each Director separately about the performance of Board, Committees and other Directors and sought inputs in relation to the above. The Chairman then collated all the inputs and shared the same with the Board.

2. In respect of the evaluation of Chairman of the Board, the Chairman of NRC collated the inputs from Directors about Chairman''s performance as a Director of the Board and/or Chairman or the Member of the Board Committees and shared the same with the Board.

The Board as a whole discussed the inputs on performance of Board/Committees/Individual Directors and performed the evaluation, excluding the Director being evaluated.

B. Criteria of evaluation as approved by NRC

1. The aforesaid evaluation was conducted as per the criteria laid down by the NRC as follows:

Particulars of Employees

The details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, are given in Annexure - 3 of this Board''s Report.

However, in terms of Section 136(1) of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the Statement of Particulars of Employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary.

Composition of Audit Committee

The Audit Committee comprises of four Independent- Non-Executive Directors, viz., Dr. S.S. Bajal as Chairman, and Shri Arun Bharat Ram, Shri Pradeep Dinodia and Shri D. Sengupta as Members.

Extract of Annual Return

Extract of Annual Return of the Company is attached as Annexure - 4 to this Board''s Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure - 5 of this Board''s Report.

Secretarial Audit Report

The Board has appointed M/s. Sanjay Grover & Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is attached as Annexure - 6 of this Board''s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Unclaimed Shares Suspense Account

In terms of Clause 5A of the Listing Agreement, the Company reports the following details in respect of equity shares lying in the suspense accounts, which were issued in physical form:

The voting rights on the shares in the suspense accounts as on 31st March, 2015 shall remain frozen till the rightful owners of such shares claim the shares.

Buy-back of Shares

During the year, the Company bought back 6,51,712 equity shares of Rs.2/- each and extinguished 7,90,274 equity shares of Rs.2/- each (out of which 1,38,562 equity shares extinguished were bought back during 2013-14). The total equity shares bought back and extinguished during the buyback period (i.e. 5.3.2014 to 4.9.2014) is 34,87,183 equity shares of Rs.2/- each.

Corporate Governance

The Company is committed to adherence to best corporate governance practices. The separate sections on Management Discussion and Analysis, Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) form part of the Annual Report.

Auditors

M/s. Deloitte Haskins and Sells, Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

Cost Auditors

The Company appointed M/s. Bahadur Murao & Co., Cost Accountants, New Delhi as Cost Auditors for the financial year 2015-16, to audit the cost accounting records for its products namely, Fertilisers, Chemicals, Cement, PVC and UPVC Articles.

The Company appointed M/s. J.P. Sarda & Associates, Cost Accountants, Kota as Cost Auditors for the financial year 2015-16 for its DSCL Sugar units including Power selling plants.

Directors'' Responsibility Statement

Your Directors state that:

a) in preparation of annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Industrial Relations

The Company continued to maintain harmonious and cordial relations with its workers in all its Divisions, which enabled it to achieve this performance level on all fronts.

Acknowledgements

The Directors wish to thank Customers, the Government Authorities, Financial Institutions, Bankers, other Business Associates and Shareholders for the co-operation and encouragement extended to the Company. The Directors also place on record their deep appreciation for the contribution made by the employees at all levels.

On behalf of the Board

New Delhi AJAY S. SHRIRAM

May 1, 2015 Chairman & Sr. Managing Director

DIN : 00027137


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 25th Annual Report of the Company along with Audited Accounts for the year ended 31st March, 2014.

Financial Highlights

The results for the year ended 31.3.2014 and 31.3.2013 are as under:

(Rs. in crores)

Particulars Standalone Consolidated

31.3.2014 31.3.2013 31.3.2014 31.3.2013

Total Revenue 6,133.01 5,446.05 6,231.97 5572.87

Profit before depreciation, finance 587.34 554.04 558.91 574.07 cost, tax and exceptional item

Depreciation 134.13 143.82 137.89 146.79

Finance Cost 145.88 152.65 148.58 154.83

Profit before exceptional items 307.33 257.57 272.44 272.45 and tax

Exceptional Items - (53.58) - (53.58) Profit/ (Loss) before 307.33 203.99 272.44 218.87 Tax

Provision for Taxation 32.67 1 3.45 30.06 15.98

Profit/(Loss) after tax 274.66 190.54 242.38 202.89 Balance brought

forward from 539.35 453.80 592.79 494.89 previous year

Net Profit available for appropriation 875.94* 644.34 835.17 697.78

Appropriations

* Proposed Dividends on Equity Shares 32.76 26.54 32.76 26.54 (Incl. Interim dividend)

* Corporate 5.57 3.32 5.57 3.32 Dividend Tax

* Storage fund for Molasses Account 0.13 0.13 0.13 0.13

* General Reserve 75.00 75.00 75.00 75.00

* Balance Carried Forward 762.48 539.35 721.71 592.79

* Includes Rs 61.93 Crores on account of merger of Bioseed Research India Ltd. during the year

Performance

DCM Shriram Ltd. continued to deliver strong overall financial performance during FY 14. The Company's Net revenues during the year were up by 12% to Rs.6,182 Crores on account of high growth in Shriram Farm Solutions (up 37%) and Sugar businesses (up12%).

The Company's (consolidated) earnings, EBITDA during the year stood at Rs.559 Crores as compared to Rs.574 Crores in the previous year. PAT stood at Rs.242 Crores vis-a-vis Rs.203 Crores in FY 13.

Earnings were led by, strong performance of Chloro- vinyl driven by cost rationalization and firm product prices, profits of Shriram Farm Solutions business led by growth of 'Value added input' portfolio, good growth in domestic Bioseed operations, sharp improvement in Fenesta business over last year on account of increased retail revenues, and Hariyali business losses have stopped post rationalization of its operations.

The earnings were impacted by adverse swing in margins in the Sugar business and lower profits in the Bioseed business on account of one time impact on earnings in its overseas operations. Cement business was also under pressure due to subdued prices and higher input costs.

The Company's (consolidated) finance costs were lower by 4% at Rs. 149 Crores due to lower Debt. Gross Debt stood at Rs. 1,178 Crores vs Rs. 1,557 Crores last year. Net debt stood at Rs. 683 Crores. Company's policy to conserve the healthy cash flow generation has enabled to reduce debt and strengthen the financial position.

The improved financial performance of the Company has led to upgrade in its Credit ratings by ICRA. Short Term debt rating has moved up from 'A1' to 'A1+' and Long Term from 'A' to 'A + '.

Joint Venture

Shriram Axiall Private Limited (formerly Shriram Vinyl Polytech Pvt. Ltd.), 100% subsidiary of the Company had taken over the business of Shriram Polytech (division of the Company) w.e.f. 15th March, 2013.

The Company entered into the Joint Venture Agreement with M/s.Axiall, LLC (subsidiary of Axiall Corporation, USA) for forming a 50 : 50 Joint Venture for the Polymer Compounding business carried on by the aforesaid subsidiary of the Company (JV Company). This arrangement will enable the JV Company to launch latest generation Polymer Compounds in India, offering more cost effective polymer solutions for different applications in domestic market.

Dividend

Your Directors are pleased to recommend final dividend @ 60% i.e. Rs.1.20 per Equity Share of Rs.2/- each for the year ended 31.3.2014. The total dividend for the financial year 2013-2014 results to 100% i.e. Rs.2/- per equity share of Rs.2/- each (including interim dividend @ 40% paid in February, 2014).

Subsidiary Companies

Pursuant to General Circular No.2/2011 dated 8.2.2011 issued by Ministry of Corporate Affairs, the Annual Accounts of the Subsidiaries are not attached with Accounts of the Company. As per Accounting Standard AS-21 issued by The Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report includes the financial information of its subsidiaries. The Audited Annual Accounts of the Subsidiary Companies and the related detailed information is available on the website of the Company. The said financial information of the subsidiaries in hard copy shall be made available to any Shareholder on request and will also be kept open for inspection at the Registered Office of the Company on all working days.

Unclaimed Shares Suspense Account

In terms of Clause 5A of the Listing Agreement, the Company reports the following details in respect of equity shares lying in the suspense accounts which were issued in physical form.

Balance As on No. of Shareholders Closing Balance 01/04/2013 who approached the as on 31/03/2014 Transfer of Company for Shares and Shares transferred from Suspense Account during the Year

No.of No. of No. of No. of No. of No. of Holders Shares Holders Shares Holders Shares

4563 678210 11 5150 4552 673060

The voting rights on the shares in the suspense accounts as on March, 31, 2014 shall remain frozen till the rightful owners of such shares claim the shares.

Corporate Governance

The Company is committed to adherence to best corporate governance practices. A separate section on Management Discussion and Analysis, Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) form part of the Annual Report.

Directors

Dr. N.J. Singh, Director retires by rotation, and being eligible, offers himself for re-appointment.

Shri Sharad Shrivastva, LIC Nominee, was appointed as a Director of the Company to fill the casual vacancy caused by the resignation of Shri Rajesh Kandwal, LIC Nominee, to hold office upto the forthcoming Annual General Meeting of the Company.

The Directors place on record their sincere appreciation for the contribution made by Shri Rajesh Kandwal, LIC Nominee, during his tenure as a Director of the Company.

Shri K.K. Kaul was appointed as an Additional Director to hold office upto the forthcoming Annual General Meeting of the Company.

Section 149 of the Companies Act, 2013 provides for the appointment of Independent Directors, subject to the approval of Shareholders in the General Meeting. The Nomination and Remuneration Committee and the Board of Directors recommend the appointment of all the Independent Directors as set out in the Notice of the forthcoming Annual General Meeting for the approval of Shareholders.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Auditors

M/s. Deloitte Haskins and Sells, Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

Cost Auditors

The Company has appointed M/s. Bahadur Murao & Co., Cost Accountants, New Delhi as Cost Auditors for the financial year 2014-15, to audit the cost accounting records for its products namely, Fertilisers, Chemicals, Cement, PVC, UPVC Articles, Textiles and Seeds.

The Company has appointed M/s. J.P. Sarda & Associates, Cost Accountants, Kota as Cost Auditors for the financial year 2014-15 for its DSCL Sugar units including Power selling plants.

Change in the name of the Company

The name of the Company was changed from DCM Shriram Consolidated Limited to DCM Shriram Limited w.e.f. 21st February, 2014.

Buy-back of shares

During the year, the Company has bought back 28,35,471 equity shares of Rs. 2/- each, upto 31st March, 2014, out of which 26,96,909 equity shares of Rs.2/- each have been extinguished by 31st March 2014.

DCM Shriram Employee Stock Purchase Scheme

During the year, the Company had aligned its Employee Stock Purchase Scheme (the "Scheme") in accordance with the Securities Exchange Board of India (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999 read with Securities Exchange Board of India circular CIR/CFD/ DIL/7/2013 dated May 13, 2013.

The aligned Scheme was approved by the shareholders of the Company, on 13th August, 2013, and made effective from September 1, 2013. The Scheme provides for grant of Equity Shares through Trust, procured from the secondary market to the eligible employees/Directors of the Company ("Eligible Participant"), as may be decided from time to time and granted by the Compensation Committee at an exercise price of Rs. 2/- each.

Disclosures in compliance with the Securities Exchange Board of India (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999, as amended, in respect of grants made through Trust under the aligned Scheme w.e.f., September 1, 2013 are detailed below. The aligned Scheme is a secondary market scheme and no fresh issue of shares is made. Accordingly, the applicable disclosures are as follows:

Sl. Particulars Details No.

a) The details of the Out of total shares procured from the number of shares secondary market, only 15,000 equity issued in ESPS. shares were granted through the Trust during the said period.

b) The price at which Shares were granted to employees at such shares are an exercise price Rs. 2/- per share. issued.

c) Employee - wise No fresh shares were issued details of the to the employees. Shares were granted shares issued to: from those procured from secondary market, accordingly, no fresh shares were issued during the said period and following are not applicable:

i) Senior Managerial N.A. Personnel

ii) Any other employee N.A. who is issued shares in any one year amounting to 5% or more of the total shares issued during that year.

iii) Identified N.A. employees who were issued shares during any one year equal to or exceeding 1 % of the issued capital of the Company at the time of issuance.

d) Diluted Earning As all shares granted are Per Shareto (EPS) procured from secondary market, pursuant issuance there is no dilution of EPS pursuant of shares under to Scheme. ESPS.

e) Consideration Rs. 2/- per share received against the grant of shares.

Personnel

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and amendments thereto, the names and other particulars of the employees are required to be set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Act, the Annual Report is being sent to all the Members excluding the aforesaid particulars. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary of the Company.

Directors' Responsibility Statement

It is hereby affirmed that

1. in preparation of annual accounts, all applicable accounting standards have been followed,

2. the accounting policies of the Company have been consistently followed. Wherever circumstances demanded, estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period,

3. proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and proper internal controls are in place for preventing and detecting frauds and other irregularities, and

4. annual accounts have been prepared on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters is appended hereto and forms part of this report.

Industrial Relations

The Company continued to maintain harmonious and cordial relations with its workers in all its Divisions, which enabled it to achieve this performance level on all fronts.

Acknowledgements

The Directors wish to thank customers, the Government authorities, financial institutions, bankers, other business associates and shareholders for the co-operation and encouragement extended to the Company. The Directors also place on record their deep appreciation for the contribution made by the employees at all levels.

On behalf of the Board

New Delhi (AJAY S. SHRIRAM) 2nd July, 2014 Chairman & Sr. Managing Director


Mar 31, 2013

The Directors have pleasure in presenting the 24th Annual Report of the Company along with Audited Accounts for the year ended 31st March, 2013.

Financial Highlights

The results for the year ended 31.3.2013 and 31.3.2012 are as under:

(Rs. in crores)

Particulars Standalone Consolidated 31.3.2013 31.3.2012 31.3.2013 31.3.2012

Total Revenue 5446.05 4985.59 15572.87 5068.28

Profit before depreciation, finance cost, tax and exceptional item 554.04 332.04 574.07 364.78

Depreciation 143.82 154.07 146.79 156.88

Finance Cost 152.65 157.56 154.83 160.29

Profit before exceptional item and tax 257.57 20.41 272.45 47.61

Exceptional Item (53.58) (38.06) (53.58) (38.06)

Profit/(loss) before Tax 203.99 (17.65) 218.87 9.55

Provision for Taxation 13.45 (3.39) 15.98 (2.37)

Profit/(Loss) after tax 190.54 (14.26) 202.89 11.92

Balance brought forward from previous year 453.80 475.91 494.89 494.53

Net Profit available for appropriation 644.34 461.65 697.78 506.45

Appropriations

- Proposed Dividends on Equity Shares (Incl. Interim dividend) 26.54 6.64 26.54 6.64

- Corporate Dividend Tax 3.32 1.08 3.32 2.17

- Storage fund for Molasses Account 0.13 0.13 0.13 0.13

- General Reserve 75.00 - 75.00 2.62

- Balance Carried Forward 539.35 453.80 592.79 494.89

Performance

The Company has delivered a healthy performance during the year. The Net Revenues were up by 10% at Rs. 5539 Crores as against Net Revenue of Rs. 5039 Crores in the previous year. The growth in revenues were driven by growth in Sugar (up by 48%), Shriram

Farm Solutions (up by 20%) and Chloro-Vinyl (up by 15%) businesses.

On the earnings, EBITDA of the company recorded a growth of 57% at Rs.574 Crores. PBIT (before exceptional items) grew by 106% at Rs.427 Crores. The key drivers of the growth for PBIT (before exceptional items) during the year were higher earnings in the Chloro-Vinyl business, driven by cost savings and better product prices, higher earnings in the Sugar business along with lower losses from the Hariyali business. Lower losses in the Hariyali business was result of the implementation of restructuring and rationalization plan which involved restricting activities to profitable ones only.

The Company, however, also faced challenges in businesses like Shriram Farm Solutions and Bioseed due to adverse weather conditions in some regions of operations. The Company also faced challenges in the Government controlled businesses like Sugar and Fertilizers.

The Company, during the year had to account for an exceptional item of Rs.53.6 Crores which is a charge on account of losses on sale of surplus assets and expenses, consequent to company''s decision to restructure and rationalize Hariyali Kisaan Bazaar''s operations to restrict its activities to profitable lines only.

The Company''s finance costs were lower by 3% at Rs.155 Crores due to lower Net Debt. Net Debt stood at Rs.1386 Crores as compared to Rs.1521 Crores. The debt could have been lower, however, higher subsidy outstanding from the Government on account of Fertilizer subsidy and higher Sugar stocks led to higher requirement of working capital.

Profit before tax (before exceptional item) was higher at Rs.272 Crores in FY13 as compared to Rs.48 Crores in the previous year.

Net Profit for FY 13 was higher at Rs.203 Crores as compared to Net profit of Rs.12 Crores in the previous period.

The improved financial performance of the company has led to Short term debt rating being upgraded from A2 to A1 and Long term rating being upgraded from A- to A. Both these ratings are from ICRA.

Dividend

Your Directors are pleased to recommend final dividend @ 40% i.e. Re.0.80 per Equity Share of Rs.2/- each for the year ended 31.3.2013. The total dividend for the financial year 2012-2013 results to 80% i.e. Rs.1.60 per equity share of Rs.2/- each (including interim dividend paid @ 40% in February, 2013).

Subsidiary Companies

In terms of Circular dated 8.2.2011, issued by the Ministry of Corporate Affairs, general exemption has been granted from the provisions of Section 212 of the Companies Act, 1956 to Companies in relation to attaching accounts of its subsidiaries, subject to fulfillment of the conditions mentioned in the circular and necessary conditions as stipulated have been complied with by the Company. The Company will make available these documents upon request by any Member of the Company, interested in obtaining the same and shall also be kept for inspection at the Registered Office of the Company. However, as directed by the Central Government, the financial data of the subsidiaries have been furnished under ''subsidiary companies particulars'' forming part of the Annual Report. Further, pursuant to Accounting Standard AS-21 issued by The Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report includes the financial information of its subsidiaries.

Merger of Bioseed Research India Limited into the Company

The Directors in their meeting held on 17.12.2012, had approved in principle, the proposal of merger of Bioseed Research India Ltd. (100% subsidiary) into the Company to be effective from the appointed date i.e.1st April, 2013.

Subsequently, the said Scheme of Arrangement has been approved by the Hon''ble High Court of Delhi on 22.3.2013.

This Merger will enable the Company to strengthen its balance sheet and leverage the cash flows of the Transferor Company for financing the growth of bioseed business of the Company.

Fixed Deposits

As on 31st March, 2013, 30 deposits aggregating to Rs.6.83 lacs were unclaimed. Since then, 30 deposits amounting to Rs.6.83 lacs have been claimed/renewed.

Unclaimed Shares Suspense Account

Pursuant to complying with the requirement of Clause 5A of Listing Agreement, the Company had transferred unclaimed shares into Unclaimed Shares Suspense Account after sending three reminders to those shareholders whose shares are lying as unclaimed.

As on 1st April, 2012, 4568 folios aggregating to 679510 shares of Rs.2/- each were unclaimed. As on 31st March, 2013, 4563 folios aggregating to 678210 shares of Rs.2/- each were unclaimed. Since then, 5 Shareholders holding 3850 shares of Rs.2/- each has approached and out of which 2650 shares of Rs.2/- each have been transferred. The voting rights on the shares lying in Unclaimed Shares Suspense Account shall remain frozen till the rightful owner of such shares claims the shares.

Corporate Governance

The Company is conscious of its responsibility as a good corporate citizen and is committed to adherence to best corporate governance practices. A separate section on Management Discussion and Analysis, Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) form part of the Annual Report.

Directors

Shri Ajit S. Shriram, Shri Pradeep Dinodia and Dr. N.J.Singh, Directors, retire by rotation and are eligible for re-appointment.

Re-appointment of Shri Ajay S. Shriram as Chairman & Sr. Managing Director and Shri Vikram S.Shriram as Vice Chairman & Managing Director, is being sought in the ensuing Annual General Meeting (AGM) of the Company for a period of five years w.e.f. 1.11.2013. The requisite details of the re-appointments are mentioned in the said AGM Notice.

Auditors

M/s. Deloitte Haskins and Sells, Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

Cost Auditors

The Company has appointed M/s. Bahadur Murao & Co., Cost Accountants, New Delhi as Cost Auditors for the financial year 2013-14, to audit the cost accounting records for its products namely, Fertilisers, Chemicals, Cement, PVC, UPVC Articles, Textiles and Seeds.

The Company has appointed M/s. J.P. Sarda & Associates, Cost Accountants, Kota as Cost Auditors for the financial year 2013-14 for Sugar and Power selling plants.

The Company has filed Cost Audit Reports for the financial year 2011-12 on 31.1.2013, for its various products, which were due to be filed by 28.2.2013. The due date of filing Cost Audit Reports for the financial year 2012-13 is 27th September, 2013.

Personnel

In terms of the provisions of Section 217(2A) of the Companies Act, 1 956, read with the Companies (Particulars of Employees) Rules, 1 975 and amendments thereto, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Act, the report and accounts are being sent to all the Members excluding the aforesaid particulars. The complete Annual Report including this statement shall be made available for inspection by any Member during the working hours from 11.00 A.M. to 1.00 P.M. on all the working days for a period of 21 days before the date of the Annual General Meeting. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Directors'' Responsibility Statement

It is hereby affirmed that

1. in preparation of annual accounts, all applicable accounting standards have been followed,

2. the accounting policies of the Company have been consistently followed. Wherever circumstances demanded, estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period,

3. proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and proper internal controls are in place for preventing and detecting frauds and other irregularities, and

4. annual accounts have been prepared on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters is appended hereto and forms part of this report.

Industrial Relations

The Company continued to maintain harmonious and cordial relations with its workers in all its Divisions, which enabled it to achieve this performance level on all fronts.

Acknowledgements

The Directors wish to thank customers, the Government authorities, financial institutions, bankers, other business associates and shareholders for the co-operation and encouragement extended to the Company. The Directors also place on record their deep appreciation for the contribution made by the employees at all levels.

On behalf of the Board

New Delhi (AJAY S. SHRIRAM)

2nd May, 2013 Chairman & Sr. Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 23rd Annual Report of the Company along with Audited Accounts for the year ended 31st March, 2012.

Financial Highlights

The working results for the year ended 31.3.2012 and 31.3.2011 are as under:

(Rs. in crores)

Particulars Standalone Consolidated

31.3.2012 31.3.2011 31.3.2012 31.3.2011

Total Income 4985.59 4098.71 5068.28 4167.83

Profit before depreciation, finance cost, tax and exceptional item 332.04 208.09 364.78 231.91

Depreciation 154.07 157.59 156.88 159.98

Finance Cost 157.56 101.37 160. 29 103.92

Profit/(Loss) before tax and exceptional

item 20.41 (50.87) 47.61 (31.99)

Exceptional Item (38.06) - (38.06) -

Profit/(Loss)

before Tax (17.65) (50.87) 9.55 (31.99) Provision

for Taxation (3.39) (20.21) (2.37) (17.72)

Profi t/( Loss ) after tax (14.26) (30.66) 11.92 (14.27)

Balance brought forward from

previous year 475.91 505.06 494.53 517.17

Net Profit available

for appropriation 461.65 484.27 506.45 502.90

Appropriations

- Proposed Dividends on Equity Shares (Incl. Interim

dividend) 6.64 6.64 6.64 6.64

- Corporate

Dividend Tax 1.08 1.08 2.17 1.08

- Storage fund for

Molasses Account 0.13 0.64 0.13 0.64

- General Reserve — — 2.62

- Balance Carried

Forward 453.80 475.91 494.89 494.53

Performance

During the year, the Company recorded better performance as compared to previous year. The net revenues were up by 21 % at Rs.5039 crores driven by growth most businesses especially Sugar (up 48%), Bioseed (up 34%), Chloro-Vinyl (up by 25%) and Farm solutions (up by 18%).

PBIT (before exceptional item and tax) was up by 189% at Rs.208 crores. Chloro-Vinyl, Bioseed, Farm solutions and Sugar businesses registered major earnings growth. The Earnings growth was moderated by higher losses in Hariyali business as the company incurred outlet shutdown expenses, MTM Losses etc. The earnings were also moderated by dip in earnings of Fertilizer, Cement and Textile businesses.

The company also had to account for an exceptional item of Rs. 38 crores as differential Cane price for Sugar season 2007-08.

The Finance costs for the year were up by 54% at Rs.160 crores driven mainly by higher average borrowing costs.

The Company also during the year had to account for an exceptional item of Rs.38.1 crores which represents the amount of differential cane price for Sugar season 2007-08 pursuant to the Hon'ble Supreme Court's Order dated 17th January, 2012.

PBT before exceptional item stood at Rs.47.6 crores as against a loss of Rs.32 crores in the previous year.

Net profit for the year stood at Rs.11.9 crores as against a net loss of Rs.14.3 crores.

Dividend

Your Directors are pleased to recommend dividend @ Re.0.40 per Equity Share of Rs.2/- each for the year ended 31st March, 2012.

Subsidiary Companies

In terms of Circular dated 8.2.2011, issued by the Ministry of Corporate Affairs, general exemption has been granted from the provisions of Section 21 2 of the Companies Act, 1956 to Companies in relation to attaching accounts of its subsidiaries, subject to fulfillment of the conditions mentioned in the circular and necessary conditions as stipulated has been complied with by the Company. The Company will make available these documents upon request by any Member of the Company, interested in obtaining the same and shall also be kept for inspection at the Registered Office of the Company. However, as directed by the Central Government, the financial data of the subsidiaries have been furnished under 'subsidiary companies particulars' forming part of the Annual Report. Further, pursuant

to Accounting Standard AS-21 issued by The Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report includes the financial information of its subsidiaries.

Fixed Deposits

As on 31st March, 2012, 66 deposits aggregating to Rs.26.81 lacs were unclaimed. Since then, 10 deposits amounting to Rs.2.48 lacs have been claimed/renewed.

Unclaimed Shares Suspense Account

Pursuant to complying with the requirement of Clause 5A of Listing Agreement, the Company had transferred unclaimed shares into Unclaimed Suspense Account after sending three reminders to those shareholders whose shares are lying as unclaimed.

As on 1st April, 2011, share certificates for 4621 folios aggregating to 7,04,880 shares of Rs.2/- each were unclaimed. As on 31 st March, 2012, share certificates for 4568 folios aggregating to 679510 shares of Rs.2/- each were unclaimed. Since then, one share holder holding 50 shares of Rs.2/- each has approached and the same has been transferred.

Corporate Governance

The Company is conscious of its responsibility as a good corporate citizen and is committed to adherence to best corporate governance practices. A separate section on Management Discussion and Analysis, Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) form part of the Annual Report.

Directors

Shri Vimal Bhandari, Shri Sunil Kant Munjal and Shri D. Sengupta, Directors, retire by rotation and are eligible for re-appointment.

Auditors

M/s. Deloitte Haskins and Sells, Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

Cost Auditors

The Company has appointed M/s. Bahadur Murao & Co., New Delhi as Cost Auditors for the financial year 2012-13, to audit the cost accounting records for its products namely, Fertilizers, Cement, Caustic Soda and Textiles.

The Company has re-appointed M/s. J.P. Sarda & Associates, Cost Accountants, Kota as Cost Auditors for Sugar and Power selling plants.

The Company has filed Cost Audit Reports for the financial year 2010-11 on 8th September and 10th September, 2011 for its various products, which were due to be filed by 27th September, 2011. The due date of filing Cost Audit Reports for the financial year 2011-12 is 27th September, 2012.

Personnel

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and amendments thereto, the names and other particulars of the employees are required to be set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Act, the report and accounts are being sent to all the Members excluding the aforesaid particulars. The complete Annual Report including this statement shall be made available for inspection by any Member during working hours for a period of 21 days before the date of the Annual General Meeting. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Directors' Responsibility Statement

It is hereby affirmed that

1. in preparation of annual accounts, all applicable accounting standards have been followed,

2. the accounting policies of the Company have been consistently followed. Wherever circumstances demanded, estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period,

3. proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and proper internal controls are in place for preventing and detecting frauds and other irregularities, and

4. annual accounts have been prepared on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters is appended hereto and forms part of this report.

Industrial Relations

The Company continued to maintain harmonious and cordial relations with its workers in all its Divisions, which enabled it to achieve this performance level on all fronts.

Acknowledgements

The Directors wish to thank customers, the Government authorities, financial institutions, bankers, other business associates and shareholders for the co-operation and encouragement extended to the Company. The Directors also place on record their deep appreciation for the contribution made by the employees at all levels.

On behalf of the Board

New Delhi (AJAY S. SHRIRAM)

11th May, 2012 Chairman & Sr. Managing Director


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report of the Company along with Audited Accounts for the year ended 31st March, 2011.

Merger of Shriram Bioseed Genetics India Limited into the Company

The Company implemented a Scheme of Amalgamation approved by the Hon'ble High Court of Delhi under Sections 391-394 of the Companies Act, 1956 for amalgamation of its subsidiary Shriram Bioseed Genetics India Limited into the Company w.e.f. 1st April, 2009. This Scheme has been given effect to in the Annual Report and the Financial Statements for the year ended 31st March, 2011 and therefore the data for the current year is not comparable with that of the previous year.

The Scheme of Arrangement will strengthen and consolidate the position of the Company in seeds business and will enable it to participate more vigorously and profitably in an increasingly growing market.

Financial Highlights

The working results for the year ended 31.3.2011 and 31.3.2010 are as under:

(Rs. in crores)

Particulars Standalone Consolidated

31.3.2011 31.3.2010 31.3.2011 31.3.2010

Total Income 4098.71 3448.69 4167.83 3570.45

Profit before depreciation, interest, tax and exceptional item 170.49 342.62 194.31 367.57

Depreciation 157.59 159.68 159.98 162.96

Interest 63.77 86.03 66.32 88.56

Profit before tax (50.87) 103.83 (31.99) 122.53

Provision for Taxation (20.21) 32.55 (17.72) 38.28

Profit after tax (30.66) 71.28 (14.27) 84.25

Balance brought forward from previous year 505.06 499.29 517.17 498.74

Net Profit available for appropriation 484.27 570.57 502.90 582.99

Appropriations

- Proposed Dividends on Equity Shares (Incl. Interim dividend) 6.64 13.28 6.64 13.28

- Corporate

Dividend Tax 1.08 2.23 1.08 2.50

- Storage fund for Molasses Account 0.64 — 0.64 —

- General Reserve — 50.00 — 50.00

- Balance Carried Forward 475.91 505.06 494.53 517.17

Performance

During the year, the Company faced difficult operating environment with most businesses witnessing margin pressure. Bioseed and Farm Solutions businesses continued to witness growth in turnover and profits. The net revenue of the Company stood at Rs.4082.3 Crores as compared to the previous year's revenue of Rs.3423.5 Crores, an increase of 19.2%. Net Loss for the year stood at Rs.30.7 Crores as against net profit of Rs.71.3 Crores. On the consolidated basis, the net revenue of the Company was higher by 17.1% at Rs.4151.9 Crores and net loss for the year stood at Rs.14.3 Crores as against a net profit of Rs.84.3 Crores.

The Sugar business witnessed a very challenging year with the earnings swung from positive PBIT of Rs.42.5 Crores to negative PBIT of Rs.7.1 Crores. The key reason was the decline in free sugar margins which swung from Rs. 480/Quintal to Rs.(182)/Quintal in the current year apart from witnessing lower volumes. The dip in the earnings was partially mitigated by higher sale of Power due to longer crushing.

The earnings in the Chloro-Vinyl business dipped by almost 49% during the year as in the previous year the Company had sold Power which had higher net back per unit of Power. There was a significant dip in Power realization since Q2FY11. Using the swing capability at our Kota manufacturing facility, the Company then shifted to manufacture and sale of the Chloro-Vinyl products. However, the net back from the sale of Chloro-Vinyl products was lower than that from the sale of Power, which the Company had done in the previous year. Further impacting the margins were the cost of coal (imported and domestic) and other raw material.

The earnings from the Cement business dipped by almost 56% to Rs.16.4 Crores on the back of drop in the realizations by ~12% and increase in input price especially that of coal.

Hariyali Kisaan Bazaar witnessed higher losses for the year, however losses at the operating level were lower as the Company incurred onetime cost for rationalizing the operations. The Company has already implemented the plan involving a focused price value proposition and product offering for the rural population based on intensive customer feedback.

The earnings of the Farm Solutions business increased by 148.2% to Rs.41.4 Crores on the back of reintroduction of DAP and MOP during the year and growth in the value added products.

The earnings of the Bioseed business increased by 33.1% to Rs.37.8 Crores especially driven by growth witnessed in India and Philippines and strong demand across hybrids. The Bioseed business through 100% subsidiaries continues to grow and is a value drive for the Company.

Fenesta continued to witness healthy order booking in both the retail and institutional segment. We believe that longer order booking to execution cycle will result in better performance in medium term.

The Company continues to conserve cash. However, the increase in the interest rates consequent to hike in the interest rates by the RBI may impact our interest costs in the coming year.

Dividend

Your Directors are pleased to recommend dividend @ Re.0.40 per Equity Share of Rs.2/- each for the year ended 31st March, 2011.

Subsidiary Companies

As per the Scheme of Arrangement approved by the Hon'ble High Court of Delhi on 19.8.2010 under Sections 391-394 of the Companies Act, 1956, Shriram Bioseed Genetics India Limited (SBGIL) merged into your Company w.e.f. 1st April, 2009 and accordingly SBGIL stands dissolved as from that date.

In terms of Circular issued by the Ministry of Corporate Affairs, general exemption has been granted from the provisions of Section 212 of the Companies Act, 1956 to Companies in relation to attaching accounts of its subsidiaries subject to fulfillment of the conditions mentioned in the circular, necessary conditions as stipulated has been complied by the Company. The Company will make available these documents upon request by any Member of the Company interested in obtaining the same. However, as directed by the Central Government, the financial data of the subsidiaries have been furnished under 'subsidiary companies particulars' forming part of the Annual Report. Further, pursuant to Accounting Standard AS-21 issued by The Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report includes the financial information of its subsidiaries.

Fixed Deposits

As on 31st March, 2011, 85 deposits aggregating to Rs.37.45 lacs were unclaimed. Since then, 17 deposits amounting to Rs.9.79 lacs have been claimed/renewed.

Unclaimed Shares Suspense Account

Clause 5A of Listing Agreement has been amended by SEBI. Pursuant to this amendment, it has become mandatory for Companies to transfer unclaimed shares issued in physical form to Unclaimed Suspense Account after sending three reminders to those shareholders whose shares are lying unclaimed. The Company has already sent 2 reminders to those shareholders. The Unclaimed Suspense Account will be opened only after completing the whole process.

As on 31st March, 2011, share certificates for 4,621 folios aggregating to 7,04,880 shares of Rs.2/- each were unclaimed. Since then 11 folios aggregating to 520 shares of Rs.2/- each have been claimed.

Corporate Governance

The Company is conscious of its responsibility as a good corporate citizen and is committed to adherence to best corporate governance practices. A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchange(s) form part of the Annual Report.

Directors

During the year, Shri S.C. Bhargava, resigned from the Board of the Company and in his place Shri Rajesh Kandwal, LIC Nominee, has been co-opted as a Director of the Company.

The Directors place on record their sincere appreciation for

the contribution made by Shri S.C. Bhargava during his tenure as a Director of the Company.

Shri Rajiv Sinha, Dr. S.S. Baijal and Shri Arun Bharat Ram, Directors, retire by rotation and are eligible for re-appointment.

Shri Rajesh Kandwal, a nominee of Life Insurance Corporation of India, was co-opted by the Board w.e.f. 1.2.2011 to fill the casual vacancy caused by the resignation of Shri S.C. Bhargava, who was liable to retire by rotation at the ensuing Annual General Meeting. A notice has been received from a Member for appointment of Shri Rajesh Kandwal as a Director.

Further, Shri Rajiv Sinha and Shri Ajit S. Shriram have been re-designated as Joint Managing Director and Deputy Managing Director, respectively.

Auditors

M/s. Deloitte Haskins and Sells, Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

Personnel

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are required to be set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Act, the report and accounts are being sent to all the Members excluding the aforesaid particulars. The complete Annual Report including this statement shall be made available for inspection by any Member during working hours for a period of 21 days before the date of the Annual General Meeting. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Directors' Responsibility Statement

It is hereby affirmed that

1. in preparation of annual accounts, all applicable accounting standards have been followed,

2. the accounting policies of the Company have been consistently followed. Wherever circumstances demanded, estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period,

3. proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and proper internal controls are in place for preventing and detecting frauds and other irregularities, and

4. annual accounts have been prepared on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters is appended hereto and forms part of this report.

Industrial Relations

The Company continued to maintain harmonious and cordial relations with its workers in all its Divisions, which enabled it to achieve this performance level on all fronts.

Acknowledgements

The Directors wish to thank customers, the Government authorities, financial institutions, bankers, other business associates and shareholders for the cooperation and

encouragement extended to the Company. The Directors also place on record their deep appreciation for the contribution made by the employees at all levels.

On behalf of the Board

New Delhi (AJAY S. SHRIRAM) 6th May, 2011 Chairman & Sr. Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the 21st Annual Report of the Company along with Audited Accounts for the year ended 31st March, 2010,

Financial Highlights

The working results for the year ended 31.3.2010 and 31.3.2009 are as under: Particulars 31.3.2010 31.3.2009 (Rs. in crores (Rs. in crores)

Gross Sales 3512.96 3571.34

Net Revenues 3448.69 3439,21

Profit before depreciation, interest, tax and exceptional item 342,62 369.23

Depreciation 159.68 146.41

Interest 89.03 146.41

Profit before.tax and exceptional item 96.91 78.02

Exceptional Item 6.92 -

Profit before tax 103.83 76.02

Provision for.Taxation 32.55 (25.77)

Net Profit.(before exceptional item) 64,36 101.79

Transfer from Debenture Redemption Reserve - 1.50

Balance brought forward from previous year 499.29 461.53

Net .Profit ayailable for apprppriatipn 570.57 564.82

Appropriations

- Proposed Dividends on Equity Shares (Including Interim .dividend} 13.28 13.27

- Corporate Dividend Tax 2.23 2.26

- General Reserve 50.00 50.00

- Balance Carried Forward 505.06 499.29

Performance

During the year, the Company witnessed a stable performance in a challenging operating environment. The net revenue of the Company stood at Rs.3448.69 crores as compared to Rs.3439.21 crores in the previous year, in Fertilizer, the use of Natural Gas instead of Naptha as feedstock, reduced the turnover by Rs.317 crores in the current year. The Profit before tax stood at Rs. 103.83 crores as compared to Rs.76.02 crores in the previous year, an increase of 37%. Net profit of the Company stood at Rs.71.28 crores as against Rs. 101.79 crores last year, which included one time tax credit. On consolidated basis, the net revenue of the Company stood at Rs.3570.45 crores as compared to Rs.3558.07 crores in the previous year. The Profit before tax stood at Rs. 122.53 crores as compared to Rs. 101.13 crores in the previous year. Net profit of the Company stood at Rs.84.25 crores as against Rs. 122.61 crores last year.

The Agri Input and Solutions Businesses of the Company comprise of Fertiliser, Agri Inputs and Bioseed. The fertilizer business performed better buoyed by efficiencies arising from change in feedstock from Naptha to Natural Gas, and notification of NPS III. Agri inputs business witnessed marginal decline primarily due to lower monsoon and drop in subsidy price of SSP. The Bioseed business through 100% subsidiaries witnessed good growth in Revenues. This business continues to be a focus area and a value driver for the Company, going forward.

Sugar Business witnessed a volatile year in terms of input as well as output prices. The higher quota for levy sugar impacted the profits.

Chloro-Viny businesses comprise of Chlor-Alkali, Plastics and Power. The integrated operations enable flexible production which in turn enables the Company to optimize returns from this business. The Chemicals and Plastics delivered lower volumes due to lower realizations and enabled higher sale of power on merchant basis giving stability to the segment results.

Hariyali Kisaan Bazaar, the Rural Business Centres witnessed higher losses, resultant to lower than expected sales and the carryover impact of high outlet additions in FY09. The Company is taking focused steps to strengthen the business model and make it a better value proposition for customers to increase sales.

Fenesta with its focus on retail as well as institutional segment is poised for growth and should deliver higher returns going forward.

The earnings were buoyed by substantial reduction in Interest costs, an outcome of lower debt and interest rates.

During the year, the Company sold its Energy Services Company, a 100% subsidiary, at the valuation of Rs. 10.6 crores, in all cash deal.

The detailed performance of various businesses has been stated in Management Discussion and Analysis which appears as a separate section in the Annual Report.

Dividend

Your Directors are pleased to recommend dividend @ Re.0.80 per Equity Share (including interim dividend @ Re.0.40 per Equity Share paid in November, 2009) of Rs.2/- each for the year ended 31st March, 2010.

Merger of Shriram Bioseed Genetics India Limited into the Company

The Directors in their meeting held on 20.1.2010, had approved in principle, the proposal of Merger of Shriram Bioseed Genetics India Limited (100% subsidiary) into the Company w.&f. 1st April, 2009.

The Scheme of Arrangement in this connection has been approved by the Members, Secured and Unsecured Creditors of the Company in their respective meetings held on 20.4.2010.

This Merger will strengthen and consolidate the position of the Company in seeds business and will enable it to participate more vigorously and profitably in an increasingly

competitive and liberalized market.

Subsidiary Companies

During the period under review, Shridhar Shriram Foundation became subsidiary of your Company.

During the year DSCL Energy Services Company Limited (DESCO) ceased to be subsidiary of your Company consequent upon sale of the entire shareholding by the Company along with its wholly owned subsidiary DCM Shriram Credit and Investments Limited.

A statement pursuant to Section 21 2 of the Companies Act, 1956 relating to subsidiary companies is attached to the accounts.

In terms of approval granted by the Centra! Government under Section 212(8) of the Companies Act, 1956, the Audited Statements of Accounts and the Auditors Reports thereon for the year ended 31st March, 2010 along with the Reports of the Board of Directors of the Companys subsidiaries have not been annexed. The Company will make available these documents upon request by any Member of the Company interested in obtaining the same. However, as directed by the Central Government, the financial data of the subsidiaries have been furnished under subsidiary companies particulars forming part of the Annual Report. Further, pursuant to Accounting Standard AS-21 issued by The Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report includes the financial information of its subsidiaries.

Fixed Deposits

As on 31st March, 2010, 100 deposits aggregating to Rs.36.02 lacs were unclaimed. Since then, 16 deposits amounting to Rs.4.80 lacs have been claimed/renewed. Corporate Governance

A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreementfs) with the Stock Exchange(s) form part of the Annual Report.

Directors

Shri Ajit S. Shriram, Shri Pradeep Dinodia and Dr. N.J. Singh, Directors, retire by rotation and are eligible for re-appointment.

Auditors

M/s. Deloitte Haskins and Sells, Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

Personnel

In terms of the provisions of Section 217!2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the name and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Act, the report and accounts are being sent to all the Members excluding the aforesaid particulars. The complete Annual Report including this statement shall be made available for inspection by any Member during working hours for a period of 21 days before the date of the Annual General Meeting. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Directors Responsibility Statement

it is hereby affirmed that

1. in preparation of annual accounts, all applicable accounting standards have been followed,

2. the accounting policies of the Company have been consistently followed. Wherever circumstances demanded, estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period,

3. proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and proper internal controls are in place for preventing and detecting frauds and other irregularities, and

4. annual accounts have been prepared on a going concern basis.

Conservation of Energy, Technology Absorption and Foreign

Exchange Earnings/Outgo

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters is appended hereto and forms part of this report.

Industrial Relations

The Company continued to maintain harmonious and cordial relations with its workers in all its Divisions, which enabled it to achieve this performance level on all fronts.

Acknowledgements

The Directors wish to thank customers, the Government authorities, financial institutions, bankers, other business associates and shareholders for the cooperation and encouragement extended to the Company. The Directors also place on record their deep appreciation for the contribution made by the employees at all levels.

On behalf of the Board

New Delhi (AJAY S. SHRIRAM)

5th May, 2010 Chairman & Sr. Managing Director