Directors Report of Dharani Sugars & Chemicals Ltd.

Mar 31, 2018

Dear Members,

The Board of Directors are pleased to present the 31st Annual Report on the operations of the Company and the Audited Statement of accounts for the year ended 31st March 2018.

FINANCIAL SUMMARY Rs. In Crores

Particulars	Year Ended 31.03.2018	Year Ended 31.03.2017
Total Revenue	505.34	540.22
Profit before Interest, Depreciation and Tax	14.16	80.16
Interest and Finance Charges	76.28	72.83
Cash Profit / (Loss)	(62.12)	7.33
Depreciation	22.57	22.88
Profit/(Loss) before Tax	(84.69)	(15.55)
Deferred Tax-Asset/(Liability)/	(0.69)	(1.87)
Profit/(Loss) After Tax	(85.38)	(17.42)
Other comprehensive income	0.75	-
Total Loss for the period	(84.63)	(17.42)
Profit/(Loss) Brought forward from last year	141.18	158.60
Profit/(Loss) carried forward to Balance Sheet	56.55	141.18

Your Company has adopted the new Indian Accounting standard w.e.f.01.04.2016 in accordance with Companies (Indian Accounting Standards) Rules 2015, as amended by Indian Accounting Standards-Amendment Rules 2016. The financial statements have been prepared to be in compliance with these new standards. As per instructions, the comparative figures for the previous year also have been recast to be in accordance with the new standards. Complete and detailed explanation has been given for the changes that have become necessary in the presentation of the figures. The new accounting standards enable the Company to presents its state of affairs, finances, net worth etc., in a more realistic manner.

PERFORMANCE

Financial Performance: During the year under review the total Gross income was Rs. 505.34 crores as against Rs.540.22 crores in the previous year. The Gross operating profit was Rs. 14.16 crores as against Rs 80.16 crores in the previous year. After providing interest, the cash loss works out to Rs.62.12 crores as against the cash profit of Rs.7.33 crores in the previous year. The net loss after depreciation and tax workout Rs.84.63 crores as against the loss of Rs 17.42 crores in the previous year. The loss was mainly due to lower volume of cane crushing and substantial fall in the sugar realisation during the last quarter of this year.

Sugar : During the year under review, the Company has crushed 7.20 lakh tonnes of cane as against 13.49 lakh tonnes of cane crushed in the previous year. The total sugar production including from raw sugar was 8.89 lakh quintals as against 11.66 lakh quintals in the previous year. The total sugar sold was 10.73 lakh quintals as against 11.88 Lakh quintals in the previous year. The average sugar sales realization for the year 2017-18 was Rs.3607/- per quintal as against the average realization of Rs.3444/- per quintal in the previous year.

Power : During the year the Company had not used Coal for Generation of Power at Unit III. Therefore the total power generation has decreased to 589.01 lakh units from 1086.24 lakh units in the previous year. The export of the power to the TNEB grid has also decreased to 293.11 lakh units from 600.68 lakh units in the previous year.

Industrial Alcohol : During the year under review, the production of Industrial Alcohol was 164.89 lakh liters as against 162.98 lakh liters in the previous year. The total Alcohol sold was 167.82 lakh liters as against 164.78 lakh liters in the previous year. The average realization has improved to Rs. 50.59 per liter as against Rs.44.06 per liter in the previous year.

RESERVES

No amount is proposed to be transferred to General Reserves account on account of loss during the year.

DIVIDEND

Due to absence of profits in the current year, the Board of Directors is unable to recommend any dividend for the year 2017-18.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in form MGT-9 is attached herewith as Annexure - I.

BOARD MEETINGS

During the year 2017-18, six Board Meetings were held on 27.04.2017, 29.05.2017, 12.08.2017, 25.09.2017, 13.11.2017 and 13.02.2018. Details of Attendance of each director furnished in the report on Corporate Governance in page No.32

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs Visalakshi Periasamy, Director (DIN 00064517) retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment. Her name has been proposed for reappointment.

DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

iii) The directors 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

DECLARATION OF INDEPENDENT DIRECTORS

The independent directors have submitted their declaration as per Sec.149 (7) that they continue to meet the criteria of independence as provided in Sec.149 (6).

POLICY ON DIRECTOR APPOINTMENT & REMUNERATION POLICY

The Nomination & Remuneration Committee constituted as per Section 178 of the Companies Act, 2013 has formulated the policy for appointment of Directors, Senior Management etc., and this has been approved by the Board and posted on the Company’s Website. The Remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters are given below.

i. For Executive Directors: The remuneration of the Whole Time/Executive Directors shall comprise of fixed component and a performance linked pay, as may be fixed by the Nomination and Remuneration Committee (NRC) and subsequently approved by the Board of Directors and Members. Performance Linked Pay shall be payable based on the performance of the individual of the Company during the year. Remuneration trend in the industry and in the region, academic background, qualifications, experience and contribution of the individual are to be considered in fixing the remuneration. These Directors are not eligible to receive sitting fees for attending the meetings of the Board and Committees.

ii. For Non-Executive Directors: The Non-Executive Directors will be paid sitting fees for attending the Board and Committee Meetings as per the stipulations in the Act, and the Articles of Association of the Company and as recommended by the Nomination and Remuneration Committee. Different scales of sitting fee may be fixed for each category of the directors and type of meeting. However, the fees payable to the Independent Directors and Woman Directors shall not be lower than the fee payable to other categories of directors. In addition to this, the travel and other expenses incurred for attending the meetings are to be met by the Company. The Company shall have no other pecuniary relationship or transactions with any Non- Executive Directors.

AUDITOR’S REPORT

There are no qualifications, reservations or adverse remarks in the Auditors’ Report except pointing out brief delay in transferring the unpaid dividend to Investors Education & Protection Fund. This delay was on account of delay in reconciliation and confirmation at the Banks level. Advance action has been taken to avoid such delays in the current year. No frauds were reported by the Auditors.

STATUTORY AUDITORS

M/s CNGSN Associates & LLP Chartered Accountants, Chennai (FRN No.027501), appointed as Statutory Auditors of the Company in the Annual General Meeting held in 25th September 2017 for a period of 5 years

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr M Damodaran and Associates, Company Secretaries in practice to undertake the Secretarial Audit of the Company. Their Secretarial Audit report as of 31st March 2018 is annexed herewith as “Annexure”.-II. The following are the qualifications mentioned.

Observations	Reasons
a. The Company has not transferred shares to IEPF account as per section 124(6) of the Companies Act, 2013 read with Rule 6(5) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.	Indian Bank has not furnished the detailed list of shareholders whose dividend has not been paid. Matter is being pursued with the Bank. We hope to comply with this requirement very shortly.
b. The Company has not filed form IEPF-4 under rule 6(5) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
c. There was delay in filing form IEPF-6 as per Rule 8 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2015.	Delay was due to Bank’s delay.

LOANS, GUARANTEES OR INVESTMENTS.

Your Company has not given any loans or provided any guarantees or acquired securities as defined in Section 186 of the Companies Act, 2013

CONTRACTS, ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1).

All transactions entered into by the Company with Related Parties were in the Ordinary Course of Business and at arm’s Length pricing basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors. There were no materially significant transactions with Related Parties during the financial year 2017-18 which were in conflict with the interest of the Company or which requires the approval of shareholders. Suitable disclosures as required under IND AS-24 have been made in Note 40 of the Notes to the financial statements. Details of the transactions are provided in Form AOC-2 which is attached as Annexure-III to this Report.

MATERIAL CHANGES AND COMMITMENTS.

There were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of the report. .

AUDIT COMMITTEE

The Audit committee consists of the following Directors.

1. Mr P S Gopalakrishnan	Chairman & Independent Director
2. Dr K C Reddy	Nominee Director (IREDA)
3. Mr A Sennimalai	Director
4. Dr S Muthu	Independent Director
5. Mr R K Viswanathan	Independent Director
6. Mr P Selvam	Independent Director

The Committee meet 4 times on 29.05.2017, 12.08.2017, 13.11.2017 and 13.02.2018.

Details of Attendance of each director is furnished in the report on Corporate Governance in page No.33

There were no instances where the Board has not accepted the recommendations of the Audit Committee.

FOREIGN EXCHANGE EARNINGS AND OUT-GO, CONSERVATION OF ENERGY & TECHNOLOGY ABOSORPTION

The details of measures taken for Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are given in the Annexure.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary or any Associate Company. Hence no report on subsidiary, Associate, Joint Venture Company is included.

RISK MANAGEMENT POLICY

The Company has developed a risk management policy. Pursuant to Section 134 (3) (n) of the Companies Act, 2013 details of the Policy are disclosed in the Company’s Website.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

GST RATES

The GST Council on 18th and 19th May 2017 approved the GST rates and the impact for the sugar industry is as under.

- GST rates on Sugar, Bagasse and other waste products -5%

- GST rate on Molasses -28%. Alcohol Products-18%.

- GST exemption available for wide range of services provided in relation to sugarcane cultivation, harvest transportation and host of related services.

- Services of Good Transport Agency (GTA) under reverse charge mechanism - GST rate 5% with no ITC.

- General rate of service - 18% with ITC benefit.

- Overall impact on industry may not be material.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by this Audit Committee. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board & to the Chairman of the Company.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditor company undertake corrective action in their respective areas and thereby strengthen the financial controls. Significant audit observations, if any, and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

DEPOSITS

During the year 2017-18 the Company has not accepted deposits as defined in Section 73 and 74 of chapter V of the Companies Act, 2013. Your Company has complied with the provisions of Section 73 & 74 and the rules prescribed there under. Your Company has no unpaid deposits which were due or repayable as on 31st March 2018. Your Company has not defaulted in repayment of the deposits on the due dates. As on the date of this report, there are no deposits and unclaimed deposits.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per section 135 of the Companies Act, a Corporate Social Responsibility (CSR) Committee has been formed. CSR policy has been framed and is available on the Website. Members of the Committee are:

S No	Name of the Directors	Category of Directors
1	Mr P S GopalaKrishnan	Non Executive
		Independent Director
2	Mr A Sennimalai	Non Executive Director
3	Mr M Ramalingam	Executive Director

However, as the average of the net profits for the last 3 years is negative, no CSR expenditure has been earmarked on this account.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own Performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees as also the Independent Directors.

Criteria for evaluation of the performance of the Independent Directors:

The criteria for evaluation of the performance of Independent Directors include their qualification, experience, competency, knowledge, understanding of respective roles (as Independent Director and as a member of the Committees of which they are Members/Chairpersons), adherence to Codes and ethics, conduct, attendance and participation in the meetings, etc.

VIGIL MECHANISM FOR DIRECTORS & EMPLOYEES

Pursuant to Section 177(9) and 177(10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Obligation and Disclosure Requirement Regulations 2015, the Board of Directors had approved a Policy on Vigil Mechanism/ Whistle Blower and the same is hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ Employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

CORPORATE GOVERNANCE

Your Company is in compliance with the Corporate Governance regulations as laid out in SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015. A report on Corporate Governance in line with SEBI prescribed format incorporated in the Listing Obligations and Requirement Regulations, is attached herewith. A certificate from the Statutory Auditors on compliance of conditions of Corporate Governance has been obtained and copy enclosed to this report.

CODEOFCONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Code has been posted on the Company’s website www.dharanisugars.in

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

PREVENTION OF SEXUAL HARASSMENT

The Company has in place an Anti Sexual harassment policy in line with the requirements of the Section 4 of the Sexual harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received about sexual harassment. All employees are covered under this policy. Details have been displayed prominently in the work place and also in the Company’s Website.

No complaints were received during the year 2017-18.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Annexure attached in the Board’s Report

PROHIBITION OF INSIDER TRADING

The Company has adopted a Code of disclosures & a Code of Conduct for Prohibition of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

Directors of the Board and the designated employees have confirmed compliance with the Code.

ACKNOWLEDGEMENTS

The Board of Directors places on record its appreciation of the support, assistance and co-operation received from the Central Government, Government of Tamil Nadu, various governmental agencies, ICICI Bank Limited, IREDA, the Company’s bankers, Indian Bank, State Bank of India, The South Indian Bank Limited, Bank of India, Central Bank of India, The Federal Bank Limited, Union Bank of India, IDBI Bank Ltd and Indian Overseas Bank.

The Board of Directors also wishes to place on record its appreciation for the cane growers, without whose help and support it could not have achieved the progress that has been made so far. With our encouragement and their initiative, we hope for improved cane availability for the ensuing years.

Your Directors are thankful to the employees of the Company for their wholehearted co-operation and unstinted dedication to duty leading to cordial industrial relations during the year under review.

The Board is thankful and grateful for the continuing cooperation to the management from the shareholders family since inception and is confident that this partnership will sustain forever.

for and on behalf of the Board of Directors

DR PALANI G PERIASAMY

Place: Chennai - 34 Executive Chairman

Date : 28th May 2018 (DIN No: 00081002)

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Mar 31, 2016

Dear Members,

The Directors present herein the Twenty-Ninth Annual Report on the operations of your Company and the Audited Statement of accounts for the year ended 31^st March 2016.

FINANCIAL SUMMARY Rs. In Crores

Particulars	Year Ended 31.03.2016	Year Ended 31.03.2015
Total Revenue	369.72	381.25
Profit before Interest, Depreciation and Tax	47.44	7.15
Interest and Finance Charges	66.63	66.50
Cash Profit / (Loss)	(19.19)	(59.33)
Depreciation	20.59	21.20
Profit/(Loss) before Tax	(39.78)	(80.55)
Deferred Tax-Asset/(Liability)/ MAT Reversal	28.07	6.39
Profit/(Loss) After Tax	(11.71)	(74.16)
Dividend proposed	-	-
Dividend Tax	-	-
Transfer to General Reserve	-	-
Profits / (Loss) Brought forward from last year	(48.14)	26.02
Profit/(Loss) carried forward to Balance Sheet	(59.85)	(48.14)

PERFORMANCE

Financial Performance : During the year under review the total income was Rs. 369.72 crores as against Rs.381.25 crores in the previous year. Gross profit for the year was Rs.47.44 crores against the profit of Rs.7.15 crores in the previous year. The interest for the year was Rs.66.63 crores against Rs.66.50 crores in the previous year. After providing for interest, the operations have resulted in a Cash loss of Rs.19.19 crores as against the cash loss of Rs.59.33 crores in the previous year. The net loss after depreciation and tax has decreased to Rs.11.71 crores as against the loss of Rs 74.16 crores in the previous year.

The sugar industry has been facing glut in sugar during the last few years due to continuous excess production of sugar both in domestic and international level. The sugar realization has fallen below the cost of production. On account of this, most of the sugar mills in the country have incurred huge loss. From November 2015, the sugar price has started improving and presently hovers around Rs 3400/qtl. We expect the price to further improve in the coming months and the performance is also expected to improve substantially.

Sugar: During the year under review, the Company has crushed 10.51 lakh tonnes of cane as against 10.58 lakh tonnes of cane in the previous year. Consequently the total sugar production was 9.24 lakh qtls as against 9.67 lakh qtls in the previous year. The total sugar sold was 10.85 lakh qtls as against 9.59 Lakh qtls in the previous year. The average free sale sugar realization for the year ended was Rs. 2413/- qtl as against the average realization of Rs.2914/- qtl in the previous year.

Power: During the year under review, the total power generation was 1179 lakh units as against 947 lakh units in the previous year. The export to the TNEB grid was 783 lakh units as against 604 lakh units in the previous year. During this period, the power generation was higher mainly on account of using coal for generation of power from Unit III and exporting to the grid under short term open access contract with TANGEDCO.

Industrial Alcohol: During this period under review, the production of industrial Alcohol was 159.92 lakh liters as against 129.15 lakh liters in the previous year. The total alcohol sold was 152.98 lakh liters as against 139.87 lakh liters in the previous year. The average realization was Rs. 37.60 per liter as against Rs.42.03 per liter in the previous year.

RESERVES

No amount is proposed to be transferred to General Reserves account on account of losses.

DIVIDEND

Due to absence of profits in the current year, the Board of Directors is unable to recommend any dividend for the year 2015-16.

SHARE CAPITAL

There is no change in the Share Capital of the Company either in the Authorized Capital or in the Issued Capital. The paid up equity capital as on March 31, 2016 was Rs.29,38,98,460. The Company has not issued any shares during the period. However, the Company proposes to convert the unsecured loans brought in pursuant to CDR approvals, into equity at the appropriate time, as advised by the Lenders.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in form MGT-9 is attached herewith. Annexure - I

BOARD MEETING

During the year 2015-16 five Board Meetings were held on 27.05.2015, 13.08.2015, 12.11.2015, 11.02.2016 and 26.03.2016.

Mrs Visalakshi Periasamy, (DIN 00064517) retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment.

DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

iii) The directors 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Declaration of Independent Directors

The independent directors have submitted their declaration as per Sec.149(7) that they continue to meet the criteria of independence as provided in Sec.149 (6).

POLICY ON DIRECTOR APPOINTMENT & REMUNERATION POLICY

The Remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been provided in the Corporate Governance Report which is attached as Annexure-II to this Report.

AUDITOR’S REPORT

There are no qualifications, reservations, or adverse remarks in the Auditors’ report. The observations made in the Auditors’ Report read together with relevant notes thereon are self-explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013.

STATUTORY AUDITORS

M/s Srinvasan & Shankar, Chartered Accountants, Chennai (FRN 005093S), Chennai retire as Statutory Auditors on the conclusion of this Annual General Meeting. They can be continued for a further period of 1 year, though they have completed the two terms of 5 years each on 31.03.2014. They have conveyed their consent for re-appointment and have also furnished the required declaration as required in Section 139 of the Act.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr M Damodaran and Associates Company Secretaries in practice to undertake the Secretarial Audit of the Company. Their Audit report is annexed herewith as “Annexure”. There were no qualifications or observations requiring Board comments.

LOANS, GUARANTEES OR INVESTMENTS

Your Company has not given any loans or provided any guarantees or acquired securities as defined in Section 186 of the Companies Act, 2013.

CONTRACTS, ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)

All transactions entered into by the Company with Related Parties were in the Ordinary Course of Business and at arm’s Length pricing basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors. There were no materially significant transactions with Related Parties during the financial year 2015-16 which were in conflict with the interest of the Company or which requires the approval of shareholders. Suitable disclosures as required under AS-18 have been made in Note 24.4.11 of the Notes to the financial statements. Details of the transactions are provided in Form AOC-2 which is attached as Annexure-III to this Report.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of the report. The Company has issued 1540154 equity shares of Rs.10/- each with a premium of Rs.12/- per share, in the share allotment committee meeting held on 14.5.2016 on a preferential basis by converting a part of the unsecured loans with the approval of the shareholders as advised by the Lenders thro the CDR Scheme and this will reduce the Company’s liability towards payment of interest on the unsecured loans. Consequent to this allotment, the paid up share capital has gone up to Rs. 3093.00 lakhs.

Audit Committee

The Audit committee consists of the following Directors.

1. Mr P S Gopalakrishnan	Independent Director
2. Mr T Pitchandi	Independent Director
3. Dr S Muthu	Independent Director
4. Dr K C Reddy	Nominee Director (IREDA)
5. MrA Sennimalai	Non Executive Director

The Committee met 5 times on 27.05.2015, 13.08.2015, 13.11.2015, 11.02.2016 and 26.03.2016.

There were no instances where the board has not accepted the recommendations of the Audit Committee.

FOREIGN EXCHANGE EARNINGS AND OUT-GO, CONSERVATION OF ENERGY & TECHNOLOGY ABOSORPTION

The details of measures taken for conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary or any associate Company. Hence no report on subsidiary, associate, joint venture Company is included.

RISK MANAGEMENT POLICY

The Company has developed a risk management policy. Pursuant to Section 134 (3) (n) of the Companies Act, 2013 details of the Policy are disclosed in the Company’s Website.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal financial Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board & to the Chairman of the Company.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the financial controls. Significant audit observations, if any, and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

FIXED DEPOSITS

During the year 2015-16 no amount was collected as deposits as defined in Section 73 and 74 of chapter V of the new Companies Act 2013. Your Company has complied with the provisions of Sec.73 & 74 and the rules prescribed there under. Your Company has no unpaid deposits which were due or repayable as on 31^st March 2016. Your Company has not defaulted in repayment of the deposits on the due dates. As on the date of this report, there are no unclaimed deposits.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per section 135 of the Companies Act, a Corporate Social Responsibility (CSR) Committee has been formed. CSR policy has been framed and is available on the Website. Members of the Committee are:

(1) Mr. P. S. Gopalakrishnan (2) Mr. A. Sennimalai (3) Mr. M. Ramalingam

However, as the average of the net profits for the last 3 years is negative, no expenditure has been earmarked on this account.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees as also the Independent Directors. The manner in which the evaluation has been carried out is attached in the Annexure -IV.

VIGIL MECHANISM FOR DIRECTORS & EMPLOYEES

Pursuant to Section 177(9) and 177(10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Obligation and Disclosure Requirement Regulations 2015, the Board of Directors had approved a Policy on Vigil Mechanism/ Whistle Blower and the same is hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

CORPORATE GOVERNANCE

Your Company is in compliance with the Corporate Governance regulations as laid out in SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015. A report on Corporate Governance in line with SEBI prescribed format incorporated in the Listing Obligations and Requirement Regulations, is attached herewith. A certificate from the Statutory Auditors on compliance of conditions of Corporate Governance has been obtained and copy enclosed to this report.

CODEOFCONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company.

The Code has been posted on the Company’s website www.dharanisugars.in

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

PREVENTION OF SEXUAL HARASSMENT

The Company has in place an Anti Sexual harassment policy in line with the requirements of the Section 4 of the Sexual harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received about sexual harassment. All employees are covered under this policy. Details have been displayed prominently in the work place and also in the Company’s Website.

No complaints were received during the year 2015-16.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Annexure attached in the Board’s Report

PROHIBITION OF INSIDER TRADING

The Company has adopted a Code of disclosures & a Code of Conduct for Prohibition of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

Directors of the Board and the designated employees have confirmed compliance with the Code.

ACKNOWLEDGEMENTS

The Board of Directors places on record its appreciation of the support, assistance and co-operation received from the Central Government, Government of Tamil Nadu, various governmental agencies, ICICI Bank Limited, IREDA, the Company’s bankers, Indian Bank, State Bank of India, The South Indian Bank Limited, Bank of India, Central Bank of India, The Federal Bank Limited, Union Bank of India, IDBI Bank Ltd and Indian Overseas Bank.

The Board of Directors also wishes to place on record its appreciation for the cane growers, without whose help and support it could not have achieved the progress that has been made so far. With our encouragement and their initiative, we hope for improved cane availability for the ensuing years.

Your Directors are thankful to the employees of the Company for their wholehearted co-operation and unstinted dedication to duty leading to cordial industrial relations during the year under review.

The Board is thankful and grateful for the continuing cooperation to the management from the shareholders family since inception and is confident that this partnership will sustain forever.

for and on behalf of the Board of Directors

DR PALANI G PERIASAMY

Executive Chairman

Place: Chennai Dated: 26th May 2016

---

Mar 31, 2015

Dear Members,

The Directors present herein the Twenty-Eighth Annual Report on the operations of your Company and the Audited Statement of accounts for the year ended 31st March 2015.

FINANCIAL SUMMARY Rs. In Crores Particulars Year Year Ended Ended 31.03.2015 31.03.2014

Total Revenue 381.25 525.97

Profit before Interest, Depreciation and Tax 7.15 51.20

Interest and Finance Charges 66.50 65.47

Depreciation 21.20 28.69

Profit/(Loss) before Tax (80.55) (42.96)

Deferred Tax-Asset/(Liability) 6.39 9.17

Profit/(Loss) After Tax (74.16) (33.79)

Dividend proposed - -

Dividend Tax - -

Transfer to General Reserve - -

Profits Brought forward from last year 26.02 59.81

Profit/(Loss) carried forward to Balance Sheet (48.14) 26.02

PERFORMANCE

The total income for the year was Rs. 381.25 crores as against Rs.525.97 crores in the previous year. The reduction in the income as compared to the previous year was mainly on account of reduced free sugar sales. The Gross Operating Profit has come down to Rs. 7.15 crores from Rs.51.20 crores in the previous year. The reduction in the Gross Operating Profit was mainly on account of increase in the cane cost by Rs.190 per MT and reduction in the average sugar selling price and reduction in the Inventory valuation. Consequently the operation has resulted in to a Cash loss of Rs 59.35 crores as against the profit of Rs 14.27 crores in the previous year. The loss after Depreciation & Interest was Rs.80.55 crores as against the loss of Rs.42.96 crores in the previous year. The Net loss after taking credit for deferred tax asset amount of Rs.6.39 crores works out Rs.74.16 crores as against the Loss of Rs.33.79 crores in the previous year.

Sugar: During the year under review, the Company has crushed 10.58 lakh tonnes of cane as against 16.14 lakh tonnes of cane in the previous year. The decrease in cane crushing is mainly due to decreased availability of cane at our cane command area on account of drought. The total sugar production was 9.67 Lakh Qtls as against 14.00 lakh Qtls in the previous year. The total sugar sale was 9.59 lakh qtls as against 14.00 Lakh qtls in the previous year. The reduction in the sales was mainly on account of the reduced free sugar sales consequent to imposition of VAT in Tamil Nadu . The Average realization for the year 2014-15 was lower at Rs.2914/Qtl as against Rs.2970/Qtls in the previous year.

Power: During this period, the total power generation was 946.92 lakh units as against 1345.90 lakh units in the previous year. The export to the TNEB grid was 604.38 lakh units as against 828.54 lakh units in the previous year . The reduction in the power generation and export was due to lower volume of cane crushing at 10.58 Lakh tonnes as against 16.14 lakh tonnes crushed in the previous year. The average realization per unit is Rs.3.95 /unit as against Rs.3.89/unit in the previous year. On account of this, total value of the power exported to the grid has decreased to Rs.23.85 crores from Rs 32.19 crores in the previous year.

Industrial Alcohol: The production of industrial Alcohol was 129.15 lakh liters as against 218.87 lakh liters in the previous year. The Company was able to sell the entire production of Alcohol and the sale was 139.87 lakh liters as against 210.86 lakh liters in the previous year. Consequent to this, The Alcohol sales value has decreased to Rs.59.22 crores from Rs.75.75 crores in the previous year. The average realization was Rs. 42.03 liters as against Rs.35.45 /liters in the previous year.

DIVIDEND

Due to absence of profits in the current year, the Board of Directors is unable to recommend any dividend for the year 2014-15.

RESERVES

During the year, your Company has not transferred any amount to General Reserves account due to loss for the year 2014-15.

SHARE CAPITAL

There is no change in the Share Capital of the Company either in the Authorised Capital or in the Issued Capital. The paid up equity capital as on March 31, 2015 was Rs.29,38,98,460. The Company has not issued any shares during the period

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in form MGT-9 is attached herewith. (Annexure - I)

BOARD MEETING

During the year 2014-15 five Board Meetings were held on 29.05.2014, 13.08.2014, 12.11.2014, 19.01.2015 and 11.02.2015.

LOANS, GUARANTEES OR INVESTMENTS

Your Company has not given any loans or provided any guarantees or acquired securities exceeding 60% of its paid up Share Capital, free reserves and security premium account covered under the provisions of Section 186 of the Companies Act, 2013.

CONTRACTS, ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)

All transactions entered into by the Company with Related Parties were in the Ordinary Course of Business and at arm's Length pricing basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors. There were no materially significant transactions with Related Parties during the financial year 2014-15 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Note 25.4.11 of the Notes to the financial statements. Details of the transaction are provided in Form AOC-2 which is attached as Annexure-II to this Report.

AUDITOR'S REPORT

The observations made in the Auditors' Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. There are no qualifications, reservations, or adverse remarks.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of the report

FOREIGN EXCHANGE EARNINGS AND OUT-GO, CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure - III

SUBSIDIARY COMPANIES

The Company does not have any subsidiary or any associate Company. Hence no report on subsidiary, associate, joint venture Company is included.

RISK MANAGEMENT POLICY

The Company has developed a risk management policy. Pursuant to Section 134 (3) (n) of the Companies Act, 2013 details of the Policy are disclosed in the Company's Website.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Mr A Sennimalai, (DIN 00062791) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Dr Palani G Periasamy, (DIN 00081002) was re- appointed as Whole time Director for a further term of 5 years from 25.06.2014 and approval of the Shareholders obtained in the last Annual General Meeting held on 25th September 2014.

Mrs Visalakshi Periasamy, (DIN 00064517) was appointed as additional director with effect from 14.11.2014 and is being proposed for appointment as Regular Director.

Mr P Selvam IAS Retd ( DIN 01351493) and Dr S Muthu (DIN 03331664 were appointed as additional Independent Directors on 12.11.2014 and are being proposed for appointment as Regular Independent Directors.

Mr M P Kaliannan, President (Corporate Finance) was appointed as the Chief Financial Officer with effect from 01.09.2014.

B. The Independent Directors have given their declarations as per Section 149 (6) that they meet the criteria of Independence. The 3 Independent Directors viz, Dr K N Sivasubramanian, Mr T Pitchandi and Mr P S Gopalakrishnan who were appointed as Independent Directors in the Annual General Meeting held on 25th September 2014 will hold office for 5 years from 25.09.2014 to 24.09.2019.

SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by this Audit Committee. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations, if any, and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

FIXED DEPOSITS

During the year 2014-15 no amount was collected as deposits as defined in Section 73 and 74 of chapter V of the new Companies Act 2013. Your Company has complied with the provisions of Section 58 (A) and 58 (AA) of the Companies Act, 1956 and the rules prescribed there under. Your Company has no unpaid deposits which were due or repayable as on 31st March 2015. Your Company has not defaulted in repayment of the deposits on the due dates. As on the date of this report, there are no unclaimed deposits.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company.

The Code has been posted on the Company's website www.dharanisugars.in

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

PROHIBITION OF INSIDER TRADING

The Company has adopted a Code of disclosures & a Code of Conduct for Prohibition of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed Mr M Damodaran and Associates Company Secretaries in practice to undertake the Secretarial Audit of the Company. Their Audit report is annexed herewith as "Annexure as on 31st March 2015. There were no qualifications or observations requiring Board comments. (Annexure IV)

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your Company falls within the parameters as per section 135 of the Companies Act. A Corporate Social Responsibility (CSR) Committee has been formed. However, as the average of the net profits for the last 3 years is negative, no expenditure has been earmarked on this account. CSR policy has been framed and is available on the Website. Members of the Committee are:

(1) Mr. P S. Gopalakrishnan (2) Mr. A. Sennimalai (3) Mr. M. Ramalingam

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees as also the Independent Directors. The manner in which the evaluation has been carried out is attached (Annexure -V)

REMUNERATION POLICY

The Remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been provided in the Corporate Governance Report which is attached as Annexure-VI to this Report.

VIGIL MECHANISM FOR DIRECTORS & EMPLOYEES

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same is hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. (Annexure - VII)

Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

CORPORATE GOVERNANCE

A report on Corporate Governance and a management discussion and analysis report, in line with SEBI prescribed format incorporated in the Listing Agreement, are attached herewith. A certificate from the Statutory Auditors on compliance of conditions of Corporate Governance has been obtained and copy enclosed to this report.

MANAGERIAL REMUNERATION

A Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. (Applicable to listed Company)

Annexure in the Board' Report (Annexure VIII)

Details of the every employee of the Company B as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

There are no employees falling within the requirements of Section 197 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

C Any director who is in receipt of any commission

from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report.

NIL

D The following disclosures shall be mentioned in the Board of Director's report under the heading "Corporate Governance", if any, attached to the financial statements as per Schedule V, Part II , Section II of the Companies Act, 2013.

(I) all elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;

Dr Palani G Periasamy Mr M Ramalingam,

Executive Chairman Managing Director

(Rs. Lakhs) * (Rs. Lakhs) *

Salary Rs.21.60 Salary Rs.48.00 Perquisites

HRA Rs.2.40

LTA Rs.1.80

Medical Rs.1.80

(ii) details of fixed component and performance linked incentives along with the performance criteria;

3% Commission on Net Nil Profits

(iii) service contracts, notice period, severance fees;

5 years, 5 years,

3 months, 3 months,

Nil Nil

(iv) stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

Nil Nil

* However, as the profits of the Company for the year are inadequate minimum remuneration has been proposed to be paid to the Managerial Personnel with the approval of the Shareholders in accordance with Schedule V Part II Section II of the Companies Act, 2013.

PREVENTION OF SEXUAL HARASSMENT

The Company has in place an Anti Sexual harassment policy in line with the requirements of the Section 4 of the Sexual harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received about sexual harassment. All employees are covered under this policy. Details have been displayed prominently in the work place and also in the Company's Website.

The following is a summary of such complaints received & disposed during the year 2014-15. No. of Complaints received - Nil, No of complaints disposed off - Nil.

STATUTORY AUDITORS

M/s Srinvasan & Shankar, Chartered Accountants, Chennai (FRN 005093S) retire as Statutory Auditors on the conclusion of this Annual General Meeting. They can be continued for a further period of 2 years, though they have completed the two terms of 5 years each on 31.03.2014. They have conveyed their consent for re- appointment and have also furnished the required declaration as required in Section 139 of the Act. Accordingly, they are being proposed for re-appointment for a period of 2 years from 01.04.2015 to 31.03.2017, subject to approval in the Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Annexure attached in the Board's Report

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

iii) The directors 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

ACKNOWLEDGEMENTS

The Board of Directors places on record its appreciation of the support, assistance and co-operation received from the Central Government, Government of Tamil Nadu, various governmental agencies, ICICI Bank Limited, IREDA, the Company's bankers, Indian Bank, State Bank of India, The South Indian Bank Limited, Bank of India, Central Bank of India, The Federal Bank Limited, Union Bank of India, IDBI Bank Ltd and Indian Overseas Bank.

The Board of Directors also wishes to place on record its appreciation for the cane growers, without whose help and support it could not have achieved the progress that has been made so far. With our encouragement and their initiative, we hope for improved cane availability for the ensuing years.

Your Directors are thankful to the employees of the Company for their wholehearted co-operation and unstinted dedication to duty leading to cordial industrial relations during the year under review.

The Board is thankful and grateful for the continuing co- operation to the management from the shareholders family since inception and is confident that this partnership will sustain forever.

for and on behalf of the Board of Directors

DR PALANI G PERIASAMY

Chairman

Place: Chennai

Dated: 27th May 2015

---

Mar 31, 2014

Dear Members,

The Directors present herein the Twenty - Seventh Annual Report on the operations of your Company and the Audited Statement of accounts for the year ended 31st March 2014.

Financial Results (Rs. in Crores) Year Year Particulars Ended Ended 31.03.2014 31.03.2013

Total Revenue 525.97 580.37

Profit before Interest, Depreciation and Tax 51.20 94.65 Interest and

Finance Charges 65.47 53.63

Depreciation 28.69 24.01

Profit / (Loss) before Tax (42.96) 17.01

Deferred Tax-Asset/(Liability) 9.17 (4.80)

Profit / (Loss) After Tax (33.79) 12.21

Dividend - 2.94

Dividend Tax - 0.50

Transfer to General Reserve - 2.00

Brought forward from last year 59.81 53.04 Balance carried forward to

Balance Sheet 26.02 59.81

Financial Performance

The total income for the year was Rs. 525.97 crores as against Rs.580.37crores in the previous year. The reduction in the income as compared to the previous year was mainly on account of reduced free sugar sales and lower volume of exports. The Gross Operating Profit has come down to Rs. 51.20 Crores from Rs.94.65 crores in the previous year. The reduction in the G.O.P was mainly on account of increase in the cane cost by Rs.128 per MT and reduction in the average sugar recovery to 8.65 % as against 9.08% in the previous year. Consequently the operation has resulted in a Cash loss of Rs 14.27 Crores as against the profit of Rs. 41.02 crores in the previous year. The loss after Depreciation & Interest was Rs. 42.96 crores as against the profit of Rs.17.01 crores in the previous year. The Net loss after taking credit for deferred tax amount of Rs.9.17 Crores, works out Rs.33.79 crores as against the profit of Rs.12.21 crores in the previous year.

Sugar: During the year under review, the company has achieved a crushing of 16.14 lakh tons of cane as against 22.69 lakh tons of cane in the previous year.

The decrease in cane crushing is mainly due to reduced availability of cane at our cane command area on account of drought. The total sugar production was 14.00 Lakh Qtls as against 20.52 lakh Qtls in the previous year. The total sugar sold was 14.00 lakh qtls as against 16.15 lakh qtls in the previous year. The reduction in the sales was mainly on account of reduced free sugar sales and lower volume of exports. During the year, the Company has exported 0.31 lakh Qtls of sugar as against 7.81 lakh Qtls of sugar in the previous year. The Average realization for the year 2013- 14 was higher at Rs.2970/Qtl as against Rs.2950/Qtl in the previous year.

Power: During this period, the total power generation was 1345.90 lakh units as against 1761.67 lakh units in the previous year. The export to the TNEB grid was 828.54 lakh units as against 1123.12 lakh units in the previous year. The reduction in the power generation and export was due to lower volume of cane crushing at 16.14 Lakh Qtls as against 22.69 lakh qtls crushed in the previous year. Further the average realization per unit has come down to Rs.3.89 /unit as against Rs.4.06/ unit in the previous year resulting in reduction in the income by Rs.1.40 crores. On account of this, total value of the power exported to the grid has decreased to Rs.32.19 crores from Rs 45.55 crores in the previous year.

Industrial Alcohol: The production of industrial Alcohol was 218.87 lakh liters as against 220.07 lakh liters in the previous year. The Alcohol sale was 210.86 lakh liters as against 208.52 lakh liters in the previous year. The average realization was Rs. 35.45/ ltr as against Rs.24.09 /ltr in the previous year. Consequent to this, the Alcohol sales volume has increased to Rs.75.75 crores as against Rs.50.41 crores in the previous year.

Dividend

Due to absence of profits in the current year, the Board of Directors is unable to recommend any dividend for the year 2013-14.

Reserves

During the year, your Company has not transferred any amount to General Reserves account due to loss for the year 2013-14.

Fixed Deposits

A sum of Rs. 6.45 lakhs was collected as deposits during the year 2013-2014. Your Company has complied with the provisions of Section 58 (A) and 58 (AA) of the Companies Act, 1956 and the rules prescribed thereunder. Your Company has no unpaid deposits which were due or repayable as on 31st March 2014. Your Company has not defaulted in repayment of the deposits on the due dates. As on the date of this report, there are no unclaimed deposits.

Auditors

The Auditors of the Company M/s Srinivasan and Shankar, Chartered Accountants, Chennai retire at the close of the ensuing Annual General Meeting and are eligible for re-appointment. They have conveyed their consent for re-appointment and have furnished the required declaration under Sec. 224 of the Companies Act,1956.

Cost Audit

The Company has received the approval of the Central Government for re-appointment of Mr. V Srinivasan, as Cost Auditor to carry out the Cost Audit for the Financial Year 2013-14.

Compliance

The Company has devised proper systems to ensure compliance of all laws applicable to the Company.

Directors

Dr K N Sivasubramanian is retiring by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

Mr A Sennimalai is retiring by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

Mr T Pitchandi was inducted as Additional Director with effect from 23.09.2013. His term of office comes to a close at this Annual General Meeting. His name is being proposed for regular appointment as an independent Director.

Dr Palani G Periasamy whose term of office as Whole time Director/Executive Chairman comes to a close on 25.06.2014 is being reappointed in the same capacity for a further period of 5 years.

Directors'' Responsibility Statement

In terms of Section 217 (2AA) of the Companies Act, 1956 your Directors confirm as follows.

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that the directors 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 at the end of the financial year and of the profit or loss of the company for that period.

(iii) that the directors 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.

(iv) that the directors have prepared the annual accounts on a going concern basis.

Corporate Governance

A report on Corporate Governance and a management discussion and analysis report, in line with SEBI prescribed format incorporated in the Listing Agreement, are attached herewith. A certificate from the Statutory Auditors on compliance of conditions of Corporate Governance has been obtained and copy enclosed to this report.

Particulars of Employees.

Under the provisions of Section 217 2(A)(a) of the Company''s Act 1956 read with Companies (particulars of employees) Rules, 1975 as amended, the names and other particulars of employees are set out below:

A. Employed throughout the year ended 31st March, 2014 and was in receipt of remuneration aggregating not less than Rs.60,00,000/- per annum. - NIL -

B. Employed for part of the year ended 31st March 2014 and was in receipt of remuneration aggregating not less than Rs 5,00,000/- per month. - NIL -

Energy, Technology and Foreign Exchange

Information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be furnished under the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is given as Annexure I to this report.

Acknowledgements

The Board of Directors places on record its appreciation of the support, assistance and co- operation received from the Central Government, Government of Tamil Nadu, various governmental agencies, ICICI Bank Limited, IREDA, the Company''s bankers, Indian Bank, State Bank of India, The South Indian Bank Limited, Bank of India, Central Bank of India, The Federal Bank Limited, Union Bank of India, IDBI Bank Ltd and Indian Overseas Bank.

The Board of Directors also wishes to place on record its appreciation for the cane growers, without whose help and support it could not have achieved the progress that has been made so far. With our encouragement and their initiative, we hope for improved cane availability for the ensuing years.

Your Directors are thankful to the employees of the Company for their wholehearted co-operation and unstinted dedication to duty leading to cordial industrial relations during the year under review.

The Board is thankful and grateful for the continuing co-operation to the management from the shareholders family since inception and is confident that this partnership will sustain forever.

for and on behalf of the Board of Directors DR. PALANI G. PERIASAMY Chairman

Place: Chennai - 34 Date: 29.05.2014

---

Mar 31, 2013

Dear Members,

The Directors present herein the Twenty-Sixth Annual Report on the operations of your Company and the Audited Statement of accounts for the year ended 31st March 2013.

Financial Results

(Rs. in Crores) Year Year Particulars Ended Ended 31.03.2013 31.03.2012

Total Revenue 580.37 615.97

Profit before Interest,

Depreciation and Tax 94.54 85.58

Interest and

Finance Charges 53.63 48.75

Depreciation 24.01 20.75

Profit/(Loss) before Tax 16.90 16.08

Tax Expense (4.80) (5.94)

Amortization of USAID Grant 0.11 0.11

Profit/(Loss) After Tax 12.21 10.25

Dividend 2.94 2.94

Dividend Tax 0.50 0.47

Transfer to General Reserve 2.00 2.00

Brought forward from last year 53.04 48.20

Balance carried forward to Balance Sheet 59.81 53.04



Product-wise performance:

Sugar: During the year under review, the Company has achieved a record high crushing of 22.69 lakh tonnes of cane as against 19.08 lakh tonnes of cane in the previous year. The increase in cane crushing is mainly due to increased availability of cane at Polur and Sankarapuram units on account of better monsoon in the previous year. The total sugar production was 20.52 Lakh Qtls as against 18.14 Lakh Qtls in the previous year. The total sugar sold was 16.15 lakh qtls as against 18.62 Lakh qtls in the previous year. The reduction in the sales was mainly on account of the reduced free sugar allotment and lower volume of exports. During the year, the Company has exported 7.81 lakh Qtls of sugar as against 8.16 lakh Qtls of sugar in the previous year. The average realization for the year 2012-13 was higher at Rs.2950/Qtl as against Rs.2796/Qtl in the previous year.

Power: During the year, the total power generation was 1761.67 lakh units as against 1728.51 lakh units in the previous year. The export to the TNEB grid was 1123.12 lakh units as against 1181.96 lakh units in the previous year. The total value of the power exported to the grid has decreased to Rs.45.55 crores from Rs 48.49 crores in the previous year mainly on account of reduced tariff and marginal reduction in units exported.

Industrial Alcohol: The production of industrial Alcohol was 220.07 lakh litres as against 147.19 lakh litres in the previous year. The increase in the production was mainly on account of the distillery plant at Kalayanallur Unit III. The Company was able to sell the entire production of Alcohol and the sale was 208.52 lakh litre as against 155.57 lakh litres in the previous year. Consequent to this, the Alcohol sales value has increased to Rs.50.41 crores as against Rs.38.06 crores in the previous year. The average realization was Rs. 24.09/ litre as against Rs.24.42 /litre in the previous year. The price of alcohol has come down on account of import of alcohol by the IMFL units from the neighbouring states.

Financial Performance:

The total income for the year was Rs.580.37 crores as against Rs.615.97 crores in the previous year. The reduction in the income as compared to the previous year was mainly on account of the reduced free sugar allotment and lower volume of exports. The Gross Operating Profit has however increased to Rs.94.54 crores from Rs.85.58 crores. The Cash profit has also increased to Rs.40.91 crores as against Rs.36.83 crores in the previous year. The profit after Depreciation has increased to Rs.16.90 crores from Rs.16.08 crores in the previous year. The Net profit after tax works out to Rs.12.21 crores as against Rs.10.25 crores in the previous year.

Dividend

Your Directors are pleased to recommend a dividend of Re.1.00 per Equity share of Rs.10/- each for the financial year ended 31st March 2013, which will involve a pay out of Rs.293.90 lakhs, besides dividend distribution tax of Rs.49.95 lakhs

Reserves

During the year, your Company has transferred a sum of Rs. 200.00 lakhs to General Reserves account.

Fixed Deposits

A sum of Rs. 14.34 lakhs was collected as deposits during the year 2012-2013. Your Company has complied with the provisions of Section 58 (A) and 58 (AA) of the Companies Act, 1956 and the rules prescribed there under. Your Company has no unpaid deposits which were due or repayable as on 31st March 2013. Your Company has not defaulted in repayment of the deposits on the due dates. As on the date of this report, there are no unclaimed deposits.

Auditors

The Auditors of the Company M/s Srinivasan and Shankar, Chartered Accountants, Chennai retire at the close of the ensuing Annual General Meeting and are eligible for re-appointment. They have conveyed their consent for reappointment and have furnished the required declaration under Sec. 224 of the Companies Act.

Cost Audit

The Company has received the approval of the Central Government for re-appointment of Mr.V Srinivasan, as Cost Auditor to carry out the Cost Audit for the Financial Year 2012-13.

Compliance

The Company has devised proper systems to ensure compliance of all laws applicable to the Company.

Directors

Mr P S Gopalakrishnan is retiring by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Directors'' Responsibility Statement

In terms of Section 217 (2AA) of the Companies Act, 1956 your Directors confirm as follows.

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that the directors 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 at the end of the financial year and of the profit or loss of the Company for that period.

(iii) that the directors 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.

(iv) that the directors have prepared the annual accounts on a going concern basis.

Corporate Governance

A report on Corporate Governance and a management discussion and analysis report, in line with SEBI prescribed format incorporated in the Listing Agreement, are attached herewith. A certificate from the Statutory Auditors on compliance of conditions of Corporate Governance has been obtained and copy enclosed to this report.

Particulars of Employees.

Under the provisions of Section 217 2(A)(a) of the Company''s Act 1956 read with Companies (particulars of employees) Rules, 1975 as amended, the names and other particulars of employees are set out below:

1. The nature of employment is contractual. The appointment is for a period of 5 years from 25.06.2009 to 24.06.2014 and approval has been obtained from Government of India.

2. Remuneration as shown above includes salary, allowances, leave travel assistance, plus commission @3% of the net profit.

3. Remuneration as shown above does not include amount attributable to compensated absences as actuarial valuation is done for the company as a whole only.

4. He is not related to any Director of the Company.

B) Employed for part of the year ended 31st March 2013 and was in receipt of remuneration aggregating not less than Rs 5, 00,000/- per month. – NIL- Energy, Technology and Foreign Exchange

Information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be furnished under the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is given as Annexure I to this report.

Acknowledgements

The Board of Directors places on record its appreciation of the support, assistance and co- operation received from the Central Government, Government of Tamil Nadu, various governmental agencies, ICICI Bank Limited, IREDA, the Company''s bankers, Indian Bank, State Bank of India, The South Indian Bank Limited, Bank of India, Central Bank of India, The Federal Bank Limited, Union Bank of India, IDBI Bank Ltd and Indian Overseas Bank.

The Board of Directors also wishes to place on record its appreciation for the cane growers, without whose help and support it could not have achieved the progress that has been made so far. With our encouragement and their initiative, we hope for improved cane availability for the ensuing years.

Your Directors are thankful to the employees of the Company for their wholehearted co-operation and unstinted dedication to duty leading to cordial industrial relations during the year under review.

The Board is thankful and grateful for the continuing co-operation to the management from the shareholders family since inception and is confident that this partnership will sustain forever.



for and on behalf of the Board of Directors DR PALANI G PERIASAMY Executive Chairman

Place : Chennai - 34

Date : 30.05.2013

---

Mar 31, 2012

The Directors present herein the Twenty Fifth Annual Report on the operations of your Company and the Audited Statement of accounts for the year ended 31st March 2012.

(Rs. in Lakhs)

Year Year Particulars Ended Ended 31.03.2012 31.03.2011

Total Revenue 61671.80 84288.91

Profit before Interest Depreciation and Tax 8558.27 8161.20

Interest and Finance Charges 4874.71 5817.10

Depreciation 2074.88 2146.05

Profit / (Loss) before Tax 1619.93 198.05

Amortization of USAID Grant 11.25 11.25

Tax Expense (594.60) 149.51

Profit / (Loss) After Tax 1025.33 358.81

Dividend 293.90 -

Dividend Tax 47.68 -

Transfer to General Reserve 200.00 -

Brought forward from last year 4820.01 4461.20

Balance carried forward to Balance Sheet 5303.76 4820.01

Product-wise performance

Sugar: During the year under review, the company has crushed 19.08 lakh tonnes of cane as against 13.29 lakh tonnes of cane in the previous year. The increase in cane crushing is mainly due to increased availability of cane at Polur and Sankarapuram units on account of better monsoon. During the year, the Company has processed 3638 Tonnes of Raw Sugar as against 90685 Tonnes of Raw Sugars in the previous year. The total sugar production was 18.14 lakh qtls as against 20.10 lakh qtls in the previous year. The Company has sold 18.62 lakh qtls as against 26.14 lakh qtls in the previous year. The sugar recovery from cane was 9.33% as against 8.93% in the previous year. During the year, the Company has exported 8.16 lakh Qtls of sugar as against 8.90 lakh Qtls of sugar in the previous year. The average realization for the year 2011-12 was Rs.2796/Qtl as against Rs.2801/Qtl in the previous year.

Power: During this period, the total power generation was 1728.51 lakh units as against 2146.29 lakh units in the previous year. The export to the TNEB grid was 1181.96 lakh units as against 1535.04 lakh units in the previous year. The reduction in the power generation and export was mainly due to the Polur unit generating at lower capacity on account of vibration in the Turbine. Further, the use of coal was stopped as it was found uneconomical. Accordingly, the total value of the power exported to the grid has decreased to Rs.48.49 lakhs as against Rs 69.92 lakhs in the previous year.

Industrial Alcohol: The production of industrial Alcohol was 147.19 lakh litres as against 125.76 lakh litres in the previous year. The Company was able to sell the entire production of Alcohol and the sale was 155.57 lakh litres as against 119.11 lakh litres in the previous year. Consequent to this, the value of Alcohol sales has increased to Rs.38.06 lakhs as against Rs.34.36 lakhs in the previous year. The average realization was Rs. 24.42/ litre as against Rs.28.81 /litre in the previous year. The price of alcohol has come down on account of reduction in the molasses price and import of alcohol by the IMFL units from the neighboring states.

Financial Performance

The total income for the year was Rs.616.72 crores as against the total income of Rs.842.89 crores in the previous year. The last year sale was higher mainly on account of higher volume of carry over opening stock from import of Raw Sugar. The Gross Operating Profit has increased to Rs.85.69 crores from Rs.81.73 crores in the previous year. The Cash profit has increased to Rs.36.95 crores as against Rs.23.55 crores in the previous year. . The profit after Depreciation has increased to Rs.16.20 crores as compared to Rs.2.10 crores in the previous year. The Net profit after tax works out to Rs.10.25 crores as against the profit of Rs.3.59 crores in the previous year.

Dividend

Your Directors are pleased to recommend a dividend of Re.1.00 per Equity share of Rs.10/- each for the financial year ended 31st March 2012, which will involve a pay out of Rs.293.90 lakhs, besides dividend distribution tax of Rs.47.68 lakhs

Reserves

During the year, your Company has transferred a sum of Rs. 200 lakhs to General Reserves account.

Fixed Deposits

A sum of Rs. 9.81 lakhs was collected as deposits during the year 2011-2012. Your Company has complied with the provisions of Section 58 (A) and 58 (AA) of the Companies Act, 1956 and the rules prescribed there under. Your Company has no unpaid deposits which were due or repayable as on 31st March 2012. Your Company has not defaulted in repayment of the deposits on the due dates. As on the date of this report, there are unclaimed deposits of Rs. 6.99 Lakhs.

Auditors

The Auditors of the Company M/s Srinivasan and Shankar, Chartered Accountants, Chennai retire at the close of the ensuing Annual General Meeting and are eligible for reappointment. They have conveyed their consent for reappointment and have furnished the required declaration under Sec 224 of the Companies Act.

Cost Audit

The Company has received the approval of the Central Government for re-appointment of Mr. V Srinivasan, as Cost Auditor to carry out the Cost Audit for the Financial Year 2011-12.

Compliance

The Company has devised proper systems to ensure compliance of all laws applicable to the Company.

Directors

Board reports, with regret the sudden death of Shri T Ramabhadran, Director on 25th June 2011.

Shri A Sennimalai and Dr K N Sivasubramanian are retiring by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

Shri M Ramalingam, Managing Director whose appointment as Managing Director had come to a close by 31st March 2012 has been reappointed as Managing Director for a further term of 5 years from 01.04.2012, subject to approval by shareholders in the ensuing Annual General Meeting.

Directors' Responsibility Statement

In terms of Section 217 (2AA) of the Companies Act, 1956 your Directors confirm as follows.

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that the directors 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 at the end of the financial year and of the profit or loss of the company for that period.

(iii)that the directors 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.

(iv) that the directors have prepared the annual accounts on a going concern basis.

Corporate Governance

A report on Corporate Governance and a management discussion and analysis report, in line with SEBI prescribed format incorporated in the Listing Agreement, are attached herewith. A certificate from the Statutory Auditors on compliance of conditions of Corporate Governance has been obtained and copy enclosed to this report.

Particulars of Employees.

Under the provisions of Section 217 2(A)(a) of the Company's Act 1956 read with Companies (particulars of employees) Rules, 1975 as amended, the names and other particulars of employees are set out below:

(A) Employed throughout the year ended 31st March, 2012 and was in receipt of remuneration aggregating not less than Rs.60,00,000

Name / (Age) Designation of Remuneration the Employee (Rs.) / Nature of Duties

(1) (2) (3)

Dr. Palani Executive 108.82 lakhs G. Periasamy Chairman (74 years )

Name Qualification / Date of Previous Experience commencement Employment (Years) of Employment

(1) (4) (5) (6)

Dr Palani M.A.,M.A.,Ph.D 04/06/1987 Professor of (USA)(25years) Economics, USA. Financial Consultant & Industrialist

B) Employed for part of the year ended 31st March 2012 and was in receipt of remuneration aggregating not less than Rs 5,00,000 per month. - NIL-

1. The nature of employment is contractual. The appointment is for a period of 5 years from 25.06.2009 to 24.06.2014 and approval has been obtained from Government of India.

2. Remuneration as shown above includes salary, allowances, leave travel assistance, plus commission @3% of the net profit.

3. Remuneration as shown above does not include amount attributable to compensated absences as actuarial valuation is done for the company as a whole only.

4. He is not related to any Director of the Company.

Energy, Technology and Foreign Exchange

Information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be furnished under the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is given as Annexure I to this report.

Acknowledgments

The Board of Directors places on record its appreciation of the support, assistance and co-operation received from the Central Government, Government of Tamil Nadu, various governmental agencies, ICICI Bank Limited, IREDA, the Company's bankers, Indian Bank, State Bank of India, The South Indian Bank Limited, Bank of India, Central Bank of India, The Federal Bank Limited, Union Bank of India, IDBI Bank Ltd and Indian Overseas Bank.

The Board of Directors also wishes to place on record its appreciation for the cane growers, without whose help and support it could not have achieved the progress that has been made so far. With our encouragement and their initiative, we hope for improved cane availability for the ensuing years.

Your Directors are thankful to the employees of the Company for their wholehearted co- operation and unstinted dedication to duty leading to cordial industrial relations during the year under review.

The Board is thankful and grateful for the continuing co-operation to the management from the shareholders' family since inception and is confident that this partnership will sustain forever.

for and on behalf of the Board of Directors

Dr. PALANI G PERIASAMY

Executive Chairman

Place: Chennai - 34

Date: 23rd May 2012

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Mar 31, 2011

Dear Members,

The Directors present herein the Twenty-Fourth Annual Report on the operations of your Company and the Audited Statement of accounts for the year ended 31st March 2011.

Financial Results (Rs. in Lakhs) Year Year Particulars Ended Ended 31.03.2011 31.03.2010

Gross Sales 85883.64 59667.62

Profit befor Interest Depreciation and Tax 8161.20 12192.39

Interest and Finance Charges 5817.10 3326.96

Depreciation 2146.05 1398.00

Profit/(less) before Tax 198.05 7467.43

Amortization of USAID Grant 11.25 11.25

Income Tax /(MAT) Credit (102.30) 62.31

Deferred Tax Asset/(Liability) 251.81 (2978.09)

Profit/(Loss) After Tax 358.81 4562.90

Dividend - 380.85

Dividend Tax - 63.25

Transfer to General Reserve - 500.00

Carried forward from last year 4461.20 842.40

Balance carried forward 4820.01 4461.20 to Balance Steet

Product-wise performance

Sugar: During the year under review, the company has crushed 13.29 lakh tonnes of cane as against 12.23 lakh tonnes of cane in the previous year. The increase in cane crushing is mainly due to Sankarapuram unit crushing for the full year. During the year, the Company has processed 90685 Tonnes of Raw Sugar as against 116215 Tonnes of Raw Sugar in the previous year. The total sugar production was 20.10 lakh qtls as against 21.30 lakh qtls in the previous year. The sugar recovery from the cane was 8.93 % as against 8.49% in the previous year. The company has sold 26.14 lakh qtls as against 18.83 lakh qtls in the previous year. During the year the company has exported 8.90 lakh qtls of sugar. The average realization for the year 2010-11 was Rs. 2801/qtl as against Rs. 2678/qtl in the Previous year.

Power:

During this period, the total power generation was 2146.29 lakh units as against 1214.29 lakh units in the previous year. The export to the TNEB grid was 1535.04 lakh units as against 765.37 lakh units in the previous year. Accordingly, the total value of the power exported to the grid has increased to Rs.6992.18 lakhs as against Rs 3062.53 lakhs in the previous year.

Industrial Alcohol:

The production of industrial Alcohol was 125.76 lakh litres as against 150.59 lakh litres in the previous year. The decrease in the production was mainly on account of not operating the Sugar Plant for longer duration from where steam for the distillery unit is supplied. The Alcohol sale was 119.11 lakh litres as against 142.29 lakh litres in the previous year. Consequent to this, the Alcohol sales has come down to Rs.3435.54 lakhs as against Rs.4248.10 lakhs in the previous year. The average realization was Rs. 28.81/ Itre as against Rs.29.80/ltre in the previous year.

Financial Performance:

During the year, the company has achieved a record turnover of Rs.858.84 crores as against Rs 596.67 crores in the previous year. However, the Gross operating profit decreased to Rs. 81.61 crores from Rs. 121.92 crores in the previous year. The reduction in the GOP was mainly on account of reduced margin in 2010-11 as compared to the previous year. After adjusting interest and depreciation, the operations resulted in a net profit of Rs. 2.09 crores, as against the profit of Rs. 74.79 crores in the previous year. Taking into account the Deferred Tax Asset of Rs.2.51 crores and Tax of Rs.1.02 crores, the net profit comes to Rs. 3.59 crores as against the profit of Rs. 45.63 crores in the previous year.

Dividend

Due to inadequate profit in the current year, the Board of Directors is unable to recommend any dividend for the year 2010-11.

Reserves

No amount is being transferred to Reserves due to inadequate profit during the year2010-11.

Fixed Deposits

A sum of Rs. 99.46 lakhs was collected as deposits during the year 2010-2011. Your Company has complied with the provisions of Section 58 (A) and 58 (AA) of the Companies Act, 1956 and the rules prescribed there under. Your Company has no unpaid deposits which were due or repayable as on 31st March 2011. Your Company has not defaulted in repayment of the deposits on the due dates. As on the date of this report, there are no unclaimed deposits.

Auditors

The Auditors of the Company M/s Srinivasan and Shankar, Chartered Accountants, Chennai retire at the close of the ensuing Annual General Meeting and are eligible for reappointment. They have conveyed their consent for reappointment and have furnished the required declaration under Sec224 of the Companies Act.

Cost Audit

The Company has received the approval of the Central Government for appointment of Mr. V Srinivasan, as Cost Auditor to carry out the Cost AuditfortheFinancialYear2010-11.

Share Capital Audit Report

As part of the guidelines issued by Government of India for voluntary adoption by all Companies, your Company appointed Mr M Damodaran, Practicing Company Secretary, to conduct Share Capital Audit of the Company. The Share Capital Audit Report for the financial year ended 31st March 2011, addressed to the Board of Directors of the Company, is attached to the Annual Report. The Share Capital Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act,1956, Depositories Act, 1996, Listing Agreement with the Stock Exchanges, Securities Contracts (Regulations) Act, 1956 and all the Regulations of SEBI as applicable to the Company, including the Securities and Exchange Board of India ( Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.

Directors

Shri P S Gopalakrishnan is retiring by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

Directors' Responsibility Statement In terms of Section 217 (2AA) of the Companies Act, 1956 your Directors confirm as follows.

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the directors 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 at the end of the financial year and of the profit or loss of the company for that period.

(iii) That the directors 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.

(iv) That the directors have prepared the annual accounts on a going concern basis.

Corporate Governance

A report on Corporate Governance and a management discussion and analysis report, in line with SEBI prescribed format incorporated in the Listing Agreement, are attached herewith. A certificate from the Statutory Auditors on compliance of conditions of Corporate Governance has been obtained and copy enclosed to this report.

Particulars of Employees

Under the provisions of Section 217 2(A)(a) of the Company's Act 1956 read with Companies (particulars of employees) Rules, 1975 as amended, the names and other particulars of employees are set out below:

(A) Employed throughout the year ended 31" March, 2011 and was in receipt of remuneration aggregating not less than Rs.60,00,000

Name/Age Designation Remuneration Qualification the Employee/ Experience Nature of Duties (Rs.) (Years)

Dr. Palani G Executive 65.15 lakhs MA., MA., Periasamy Chairman Ph.D (USA) (73 years) (24 Years)

Name/Age Date of Previous commencement Employment of Employment

Dr, Palani G 04 06 1987 Professor of Periasamy Economics, USA.

Financial Consultants Industrialist

(B) Employed for part of the year ended 31" March, 2011 and was in receipt of remuneration aggregating not less than Rs. 5,00,000 per month - NIL

1. The nature of employment of all employees above is contractual. The appointment is for a period of 5 years from 25.06.2009 to 24.06.2014

2. Remuneration as shown above includes salary, allowances, leave travel assistance, plus commission @3%ofthe net profit.

3. Remuneration as shown above does not include amount attributable to compensated absences as actuarial valuation is done for the company as a whole only.

4. He is not related to any Director of the Company.

Energy, Technology and Foreign Exchange

Information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be furnished under the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is given as Annexure I to this report.

Acknowledgments

The Board of Directors places on record its appreciation of the support, assistance and co-operation received from the Central Government, Government of Tamil Nadu, various governmental agencies, ICICI Bank Limited, IREDA, the Company's bankers, Indian Bank, State Bank of India, The South Indian Bank Limited, Bank of India, Central Bank of India, The Federal Bank Limited, Union Bank of India, IDBI Bank Ltd and Indian Overseas Bank.

The Board of Directors also wishes to place on record its appreciation for the cane growers, without whose help and support it could not have achieved the progress that has been made so far. With our encouragement and their initiative, we hope for improved cane availability for the ensuing years.

Your Directors are thankful to the employees of the Company for their wholehearted co-operation and unstinted dedication to duty leading to cordial industrial relations during the year under review.

The Board is thankful and grateful for the continuing co-operation to the management from the shareholders family since inception and is confident that this partnership will sustain forever.

for and on behalf of the Board of Directors

DR PALANI G PERIASAMY Executive Chairman Place: Chennai-34 Date: 24th May 2011