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Directors Report of Kothari Sugars & Chemicals Ltd.

Mar 31, 2015

Dear Members

The Directors present the 54th Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2015.

Financial Summary & Highlights of the Company (Rs. in Lakhs)

Financial Performance 2014-15 2013-14

Net revenue 35,131 33,274

Profit/(Loss) before Interest and Depreciation 2,050 3,010

Interest 486 941

Depreciation 1,598 1,610

Profit/(Loss) before Tax (35) 459

Tax Adjustments including Deferred Tax 419 180

Profit / (Loss) after Tax (454) 279

Appropriations:

Transfer to Debenture Redemption Reserve - 75.00

Transfer to Capital Redemption Reserve 287.50 100.00

Proposed Dividend - 414.44

Dividend Distribution Tax - 70.43

Balance Carried Forward (741) (381)

operational Review and State of Affairs:

Sugar Industry overview

For the fifth consecutive year the world sugar production has recorded a surplus with major contribution coming from Brazil and India. Due to excess production, the international price registered a huge fall. This made the Indian sugar exports unviable with export realization far below the domestic price. The scenario in India is no different with the production outstripping demand for the fifth year in succession. For the sugar season 2014 -2015 (Oct-Sep) the estimated production in India will be around 28 million tonnes (with Maharashtra, Karnataka and Uttar Pradesh being the main contributors) as against the static demand of around 24.80 million tonnes, leading to a current year surplus of around 3.20 million tonnes.

With a carry over of 7 million tonnes of previous years, the overall surplus sugar will be around 10.20 million tonnes. This has led to a crash in sugar price resulting in prices nose diving to around Rs.23.50 to Rs.24 per Kg.

During the year under consideration, the Tamil Nadu Government removed the purchase tax of Rs.60 per MT payable by the mills but introduced VAT at 5% on sale of sugar, which works out to Rs.120/- per quintal. With the implementation of VAT sales to markets in Kerala (Major market for Tamil Nadu) has become unviable resulting in complete loss of market to Karnataka since that state does not levy VAT.

With mounting cane outstanding of around Rs.20,000 Crores (all India) the mills are under severe financial stress. To overcome this situation the sugar industry through its representative body (SISMA /ISMA) has made representation to the Central / State Govt. to ease the situation and recommended the following measures:

a) The cane price should be proportional to the sugar price as recommended by Dr.C.Rangarajan Committee.

b) Excise Duty should be removed on production of Ethanol which will greatly help in the mandatory blending with petrol and will also result in savings in foreign exchange.

c) Outright purchase of sugar to the extent of 10% of 2014 -15 production by the Central Government and paying for the same of around Rs.8500 Crores which will enable the mills to clear the huge cane outstandings.

d) Restructuring of loans taken by mills by extending repayment periods with interest reduction.

Company Performance

Quantitative Performance 2014 - 2015 2013 - 2014

Cane Crushed (Metric Tones) 8,89,885 8,77,841

Sugar recovery (%) 8.96 8.42

Sugar produced (Quintals) 7,97,340 7,38,770

Alcohol produced (Kilo liters) 15,792 15,278

Power Generated (lakh Kwh) 748 771

a. Sugar

With drought conditions continuing to haunt Tamil Nadu, the cane availability has come down drastically. Yet, your company managed to increase the cane crushing marginally by over 1%. The production of sugar however increased by 7.93% due to better recovery. The sugar realisation has seen a decline from around Rs.30/- kg at the beginning of the year to around Rs.24/-kg at the end of the year. This has led to inventory write down which resulted in posting losses as the cost of production was much higher than the actual realisation.

b. Alcohol

With only a marginal increase in sugar cane crushing the resultant alcohol production which is dependent on Molasses (by-product of Sugar) increased only marginally by 3.36% compared to the previous year. The realisation was however much better than the previous year which helped the Distillery division to post higher profits. The disparities in value added tax between intra and inter state poses a serious threat in terms of realisation compared to cheaper imports from other states.

c. Co-generation of power

The scenario here is no different from Sugar as the raw material for power generation i.e. Bagasse which is a by-product of Sugar cane, was in short supply. The power generation dropped by 3% compared to the previous year. The average realisation per unit of sale is Rs.3.15 and Rs.3.67 for Kattur and Sathamangalam units respectively. This is far below the cost of production of power. The revision in tariff is pending before TNERC for quite a long period and the Company eagerly awaits upward revision in tariff.

Dividend:

The Directors do not recommend any dividend for the current financial year due to loss incurred by the company and the prospects in the near future also being not promising.

Board Meetings:

During the year, 05 Board Meetings and 04 Audit Committee Meetings were held, the details of which are given in the Corporate Governance Report. The intervening gap between two meetings was within the period as prescribed under the Companies Act, 2013.

Share Capital:

The paid up equity share capital as on March 31, 2015 was Rs.8,288.86 Lakhs. The company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.

Directors and Key Managerial personnel:

The Board informs with deep regret the passing away of Shri B.H.Kothari, Chairman and Managing Director of the Company on 22.02.2015. The Board places on record its deep appreciation of the valuable contribution made by Mr. Kothari during his tenure as the Chairman and Managing Director of the Company.

On the unanimous suggestion of the Board, Mrs.Nina B. Kothari was elected as the Chairperson of the Board of Directors of the Company w.e.f. 08.04.2015 in the place of Shri.B.H.Kothari.

The Board of Directors at its meeting held on April 08, 2015 appointed Mr.Arjun B Kothari (DIN.07117816) as an Additional Director of the Company to hold office up to the date of the forthcoming Annual General Meeting of the Company and he is eligible for appointment as Director by the members.

The Board of Directors appointed Mr.Arjun B Kothari as a Managing Director and Whole Time Key Managerial Person of the Company w.e.f. April 08, 2015 subject to approval from the Members and Central Government. Mr.Arjun B Kothari has volunteered not to take any remuneration.

Mrs.Nina B Kothari, (DIN 00020119) Director is retiring by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

Declaration from Independent Directors

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that each of them meets with the criteria of their Independence as laid down in Section 149(6).

Composition of Audit Committee

The Audit Committee comprised of the following directors for the year ended 31st March 2015:

Sl. Name of Directors Designation No.

(i) Mr.PS.Gopalakrishnan Chairman (Independent Director)

(ii) Mr.PS.Balasubramaniam Member (Independent Director)

(iii) Mr.V.R.Deenadayalu Member (Independent Director)

The Board has not rejected any proposal / recommendations of the Audit Committee during the year.

Remuneration policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The detail of the Remuneration Policy is stated in the Corporate Governance Report.

Vigil Mechanism:

The Company has a Vigil Mechanism named "Whistle Blower Policy" to deal with genuine concern raised by the Directors / Employees, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the Company's website www.hckotharigroup.com/kscl

prevention of Insider Trading:

The Company has adopted a Code for Prevention 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 the Directors and the designated employees have confirmed compliance with the Code.

Director's Responsibility Statement:

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

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and loss of the company for that period;

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

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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.

(f) 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

Subsidiary Company

The Kothari International Trading Limited (KITL) is a wholly owned subsidiary of the Company. It carries on the business as Merchants, Traders and Commission Agents and had secured Government of India recognition as an Export House.

KITL has made a profit before tax of Rs.53.55 Lakhs for the year ended March 31, 2015 as against a profit of Rs.161.65 Lakhs in the previous year.

Pursuant to Section 136 of the Companies Act, 2013, the Companies are exempted from attaching the Audited Financial Statements and other particulars of its subsidiary Companies alongwith the Annual Report of the Company. However, a Statement containing salient features of the financial statement of the subsidiary Company in form AOC-1 as a part of the Financial Statements.

The Financial Statement of Kothari International Trading Limited, subsidiary of your company is kept at the registered office for inspection of members during working hours and the same is also available on the website of Kothari Sugars & Chemicals Limited. The Company shall provide the copy of the financial statements of its subsidiary Company to the shareholders upon their request.

Associate Company

Kothari Petrochemicals Limited (KPL) is an Associate Company and it produces high quality PIB of various grades using Iso Butylenes, being sourced from Refineries / Petrochemical complex and it continues to retain its status as the "Largest Poly Iso Butylene (PIB) manufacturer in India" with an annual installed capacity of 24,000 tons.

KPL has made a profit before tax of Rs. 16.36 Crores for the year ended March 31,2015 as against a profit of Rs.11.96 Crores in the previous year.

Extract of Annual Return:

As required under Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT - 9 is annexed with this Report as Annexure I.

AUDITORS:

a) Statutory Auditors

The Statutory Auditors of the Company, M/s.R.Subramanian and Company, Chartered Accountants, Chennai, hold office till the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and Rules framed there under.

The Audit Committee and the Board of Directors recommend the re-appointment of M/s.R.Subramanian and Company, Chartered Accountants, Chennai as the Auditors of the Company in relation to the financial year 2015- 16 till the conclusion of the next Annual General Meeting. The re-appointment proposed is within the time frame for transition under the third proviso to sub-section (2) of Section 139 of the Companies Act, 2013.

As required under Clause 49 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

b) Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Audit Records maintained by the Company in respect of its Sugar, Co-gen and Distillery Unit are required to be audited. Your Directors, on the recommendation of the Audit Committee, appointed Mr.K.Suryanarayanan, Cost Accountant in practice for conducting the audit of cost records of the Company for the financial year 2015-16 on a remuneration of Rs.1,00,000/- (Rupees One Lakh Only). As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking Members' ratification for the remuneration payable to Mr.K.Suryanarayanan, Cost Accountant is included at Item No.6 of the Notice convening this Annual General Meeting.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.M.Alagar, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure II.

Conservation of energy, technology Absorption and Foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure III.

Deposits

The Company has not accepted deposits either from the members or public falling within the ambit of Chapter V of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 during the year. There were no outstanding deposits at the end of the year.

Significant & Material Orders Passed by the Regulators

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Internal Control Systems and their Adequacy

The Company has an Internal Control system, commensurate with the size, scale and complexity of its operations. The Internal Auditor function is carried out by independent firm of Chartered Accountants. The scope and authority of the Internal Audit (IA) function is defined by the Audit Committee. The Internal Audit Reports are placed before the Audit Committee for its scrutiny and suggestions, if any. The Internal Auditors are present at all the meetings of Audit Committee.

The Internal Auditors monitor and evaluates the efficacy and adequacy of the 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 the Internal Auditors, the Company undertakes corrective action in the respective areas and strengthen the controls.

particulars of Loans, Guarantees or Investments

The company has not given any Loans or Guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements.

Risk Management policy

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company had laid down the procedures to inform Board Members about the risk assessment and minimization procedures. Accordingly, the Company periodically submits the Risk Management Review Report to the Board for the review and suggestions.

Corporate Social Responsibility policy

Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013, Corporate Social Responsibility (CSR) Committee was formed to recommend: (a) the policy on Corporate Social Responsibility and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors. The policy on Corporate Social Responsibility as approved by the Board is posted on the Company's website www.hckotharigroup.com/kscl.

As part of its initiatives under "Corporate Social Responsibility" (CSR), the company has contributed funds for the schemes for promotion of education. The contributions in this regard have been made to a Registered Trust which is undertaking these schemes. Detailed Report on CSR activities in the prescribed format are attached in Annexure IV.

Related party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis in the ordinary course of business. There were no 'material' contracts or arrangements or transactions which were not at arm's length basis and therefore disclosure in form AOC-2 is not required.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseeable and repetitive nature. For the transactions entered into pursuant to the omnibus approval so granted, a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is posted on the Company's website www.hckotharigroup.com/kscl.

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees, with the format (Questionnaire) prescribed by the Nomination and Remuneration Committee of the Company.

The structured questionnaire covers various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Directors (without participation of the relevant Director) was carried out by the entire Board. The Directors expressed their satisfaction with the Evaluation process.

Separate Meeting of Independent Directors

The Independent Directors of the Company had met during the year to review the performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company and also reviewed the access, the quality, quantity and timeliness of flow of information between the company management and the Board with out the presence of the Non-Independent Directors and members of the Management.

Disclosure about Cost Audit

Filing of Cost Audit Report 2014 - 2015 2013 - 2014



Due Date 10.09.2015 27.09.2014 (Filed with MCA on 25.09.2014)

Cost Auditor Details Mr.K.Suryanarayanan, Mr.K.Suryanarayanan, M.No.24946, Chennai M.No.24946, Chennai

Audit Qualification in Report Nil Nil

Listing with Stock Exchanges:

The Company is listed in The National Stock Exchange of India Limited (NSE) and the Stock Code is KOTARISUG. The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to NSE where the Company's Shares are listed.

Corporate Governance and Shareholders Information:

Your Company has taken adequate steps to adhere all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report.

Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached with Corporate Governance Report.

particulars of employees and related disclosure

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

No Employee draws remuneration in excess of the limits in terms of the provisions of the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Consolidated Financial Statements

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the Consolidated Financial Statements have been prepared by the Company in accordance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India alongwith Auditors Report and form part of this Annual Report.

Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied in the statement depending on the circumstances.

Acknowledgement

Your Directors thank the Banks, Customers, Debenture Holders, Farmers, Financial Institutions, Government Authorities, Suppliers and Shareholders for their continued support. Your directors also place on record their appreciation for the committed services by the employees of the Company.

On behalf of the Board for Kothari Sugars and Chemicals limited

Place: Chennai Nina B. Kothari Date: May 29, 2015 Chairperson


Mar 31, 2014

Dear Members,

The Directors present the 53rd Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2014.

The financial highlights of the Company for the year are summarised below.

(Rs. in Lakhs)

Description 2013-14 2012-13

Profit/(Loss) before Interest and Depreciation 3,010.89 4,133.27

Interest 941.33 528.74

Depreciation 1,609.62 1,689.21

Proft/(Loss) Before Tax 459.19 1,915.32

Tax Adjustments including Deferred Tax 180.47 1,054.00

Profit / (Loss) after Tax 278.72 861.32

Transfer to Debenture Redemption Reserve 75.00 75.00

Transfer to Capital Redemption Reserve 100.00 100.00

Proposed Dividend 414.44 -

Dividend Distribution Tax 70.43 -

Your Directors are pleased to report that despite adverse conditions like drought and low sugar price, your Company could post a net profit of Rs.279 lakhs for the financial year 2013-14.

operations and performance

Due to severe drought in Tamil Nadu which has resulted in low recovery of sugar and reduced cane availability, the gross total income for the financial year 2013-14 was only Rs.33,274 lakhs as against Rs.44,091 Lakhs for the financial year 2012-13. In addition to the above, reduced sugar prices along with lower power income and high cost of molasses procurement resulted in a lower net profit of Rs.279 lakhs for the year compared to Rs.861 lakhs for the previous year.

Kothari sugars and chemicals Limited Bags National energy conservation Award - 2013

Kothari Sugars and Chemicals Limited, Unit-2 at Sathamangalam in Ariyalur District was honoured with the prestigious National Energy Conservation Award for the year 2013 by Ministry of Power, Government of India. Your Company has won the First prize in the Sugar sector for the innovation in energy conservation and utilization of energy. This is the second award for Energy Conservation in the last 5 years. The Award was received by Mr.M.Silvester Goldwin, President - Operations on behalf of the Company from the Honorable President of India Shri Pranab Mukherjee and Honorable Minister of State for Power Shri Jyotiraditya M.Scindia at the grand event in New Delhi on December 16, 2013.

division-wise performance of the company is given below:

a. sugar

High cost of Sugar Cane and related inputs together with low sugar price and lower recovery of sugar resulted in lower performance. The drastic reduction in cane availability in the financial year has translated into significant underutilization of the installed capacity of sugar, distillery and cogen units and consequent reduction in profitability.

Kattur unit: The plant at Kattur had crushed 3,41,824 Metric Ton (MTs) of sugarcane with an average recovery of 8.31% during 2013-14 as against 6,04,644 MTs during 2012-13 with an average recovery rate of 9.01%.

sathamangalam unit: The Plant at Sathamangalam unit had crushed 5,36,017 MTs of sugarcane with an average recovery of 8.30% in 2013-14 as against 7,03,911 MTs in 2012-13 with an average recovery rate of 8.83%.

Your company has promoted a number of scientific agricultural practices like chip bud seedling plantation, drip irrigation, wider space plantation, mechanical harvesting etc., which have helped in improving the overall performance of the company.

Your directors would like to place on record their gratitude to the Central Govt. for releasing Interest free loan with two year moratorium and three year repayment period under "Scheme for Extending Financial Assistance to Sugar Units (SEFASU) 2014" to clear the cane arrears of the sugar undertakings and this loan has helped your company to pay the cane payment arrears.

b. Co-generation

Power exported during the financial year 2013-14 at Kattur unit was 5.528 Mu (Million Units) as against 12.779 Mu during 2012-13 and in Sathamangalam unit, power exported during 2013-14 was 35.065 Mu as against 53.653 Mu during 2012-13. The company sold surplus bagasse to Tamil Nadu Newsprint Limited (TNPL) which has helped to reduce the losses in sugar and cogen operations to some extent.

c. Distillery

Alcohol production during the financial year 2013-14 was 15,278 KLs (Kilo Litres) as against 19,486 KLs in 2012-13. The demand for alcohol by the IMFL (Indian Made Foreign Liquor) units in the State remained high. Despite high procurement rate of molasses, the systematic planning of our team helped us to procure good quality molasses to increase the yield. Similarly, improved marketing strategy for sale of ENA has also helped us in getting better average realisation.

BIFR''s Status:

Your directors are happy to inform that AAIFR has issued its order in favour of the company to provide reliefs and concessions by waiver of interest, penal interest and penalty on the Sales Tax dues up to the cut off date i.e. 17.06.2004 as per the sanctioned scheme and advised the company to pay Rs.4.22 crores only to Sales Tax Department in two installments. As per the order, the company has already paid Rs.2.11 crores as the first installment by the year end and the final installment of an equal amount will be paid as per the schedule i.e. by June 2014 to Sales Tax Department of Tamilnadu.

dividend

The Directors recommend a dividend at rate (@ 5%) of Re.0.50 paise (Fifty paise only) per equity Shares of Rs.10/- each for the financial year ended March 31, 2014. If approved by the Members at the ensuing Annual General Meeting to be held on 03rd September, 2014, it will be paid before 02nd October, 2014 to those Members whose names appear in the Company''s Register of Members and to those persons whose names appear as Beneficial Owners (as per the details to be furnished by the Depositories in respect of the shares held in dematerialized form) as at the close of business hours on 27.08.2014.

directors

Late Dr.P.S.Mani Sundaram was associated with Kothari Sugars and Chemicals Limited from 19.11.1996. The Board of Directors records its deep regret on the demise of Dr.P.S.Mani Sundaram and places on record it''s appreciation of the valuable services rendered by him during his tenure as a Director of the Company.

Mr.B.H.Kothari, Director is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr.P.S.Balasubramaniam was appointed as a Director in a casual vacancy on November 08, 2013 arising on account of the sudden demise of Dr.P.S.Mani Sundaram, Director on October 26, 2013.

The Board of Directors at its meeting held on May 27, 2014 appointed Mrs.Nina Bhadrashyam Kothari as an Additional Director of the Company to hold office up to the date of the forthcoming Annual General Meeting of the Company and she is eligible for appointment as director by the members.

In accordance with Section 149 and other applicable provisions of the Companies Act, 2013, your Directors Mr.P.S.Gopalakrishnan, Mr.V.R.Deenadayalu and Mr.P.S.Balasubramaniam are seeking appointment as Independent Director for a term of five consecutive years upto 31 March, 2019. Details of the proposal for the appointment of Mr.P.S.Gopalakrishnan, Mr.V.R.Deenadayalu and Mr.P.S.Balasubramaniam are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 53rd Annual General Meeting.

Waiving of Remuneration by Mr.B.H.Kothari, Chairman and Managing Director

Mr.B.H.Kothari, as Chairman & Managing Director was reappointed w.e.f 01.10.2013 to 30.09.2018 by the shareholders on September 06, 2013 with remuneration. The negative performance of the Sugar Industry due to the severe drought, low recovery, reduced cane acreage and depressed sugar prices resulted in low profit for the year 2013-14 and the prospects for the next year is also not encouraging. In this regard, Mr.B.H.Kothari announced in the Board Meeting held on 04.02.2014 that he would waive his remuneration in Kothari Sugars and Chemicals Limited w.e.f. 01 April 2014 and the Board thanked Mr.B.H.Kothari for his gesture.

Directors'' Responsibility statement

The Directors confirm:

(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 they have selected such accounting policies and applied them consistently and made judgements 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 profit of the company for that period;

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

(iv) that they have prepared the Annual Accounts on a going concern basis.

corporate Governance

We believe that Corporate Governance is the crux of Shareholder value creation. Our governance practices along with the Auditor''s Certificate on its compliance are attached hereto as an Annexure to this report.

cautionary statement

Statements in this Report, particularly those which relate to Management Discussion and Analysis as describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

public deposits

The Company has not accepted any public deposit during the year and there was no outstanding public deposit any time during the year.

re-appointment of Auditors

M/s.R.Subramanian and Company, Chartered Accountants, Chennai, the retiring Auditors, are eligible for re-appointment.

cost Audit

Pursuant to section 233B of the Companies Act, 1956 and the MCA General Circular No.15/2011 dated 11th April 2011 and subject to the approval of Central Government, the Audit Committee has recommended and the Board of Directors appointed Mr.K.Suryanarayanan, Practising Cost Accountant, as Cost Auditor for the year 2014 - 2015.

Filing of Cost Audit Report 2013 - 2014 2012 - 2013

Due Date 27.09.2014 27.09.2013

Actual Date (Target) 25.09.2014 23.09.2013

Cost Auditor Details Mr.K.Suryanarayanan, Mr.K.Suryanarayanan, M.No.24946,Chennai M.No.24946, Chennai

Audit Qualification in - Nil Report

Disclosure under Section 217(2A) and 217(1)(e) of the Companies Act, 1956

During the year no employee has drawn salary in excess of the amount prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Information in accordance with Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is furnished in ''Annexure I''

subsidiary companies

Pursuant to Ministry of Corporate Affairs (MCA) General Circular No.2/2011 dated 8th February, 2011 the accounts of the subsidiary company need not be attached along with the accounts of the holding company as required by Section 212 of the Companies Act, 1956 upon fulfilling certain conditions stipulated in the said circular. Therefore, Annual Accounts of the Subsidiary Company M/s.Kothari International Trading Limited for the year ended 31st March 2014 is not attached herewith.

The Annual Accounts of Kothari International Trading Limited, subsidiary of your company is kept at the registered office for inspection of members during working hours and the same is also available on the website of Kothari Sugars & Chemicals Limited.

Acknowledgement

Your Directors thank the Banks, Customers, Debenture Holders, Farmers, Financial Institutions, Government Authorities, Suppliers and Shareholders for their continued support. Your directors also place on record their appreciation for the committed services by the employees of the Company.

on behalf of the Board for Kothari sugars and chemicals Limited

Place: Chennai B.H. Kothari Date: May 27, 2014 Chairman and Managing Director


Mar 31, 2013

To the members

The Directors present the 52nd Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2013.

The fnancial highlights of the Company for the year are summarised below.

(Rs. in Lakhs) Description 2012-13 2011-12

Profit before Interest and Depreciation 4,133.27 3,661.63

Interest 528.74 467.03

Depreciation 1,689.21 1,315.07

Profit Before Tax 1,915.32 1,879.53

Tax Adjustments including Deferred Tax 1,054.00 1,038.22

Profit after Tax 861.32 841.31

Transfer to Debenture Redemption Reserve 75.00 75.00

Transfer to Capital Redemption Reserve 100.00 100.00

Profit after Appropriation 686.32 666.31

Your Directors are pleased to report that the Company has made a profit after tax of Rs.861.32 Lakhs.

Operations And Performance

Performance

The Gross total income for the fnancial year ended 2012-13 was Rs.44,090.82 lacs as compared to Rs.32,684.11 lacs during the fnancial year 2011-12. There was overall increase in sale of sugar which includes export sales as well as domestic sales due to sustained demand. However, the net profit has not shown an appreciable increase due to various factors like drop in recovery percentage, increase in cane price and lower export of power. The profit after tax was Rs.861.32 lacs for the fnancial year ended 2012-13 compared to Rs.841.31 lacs during the fnancial year 2011-12. Division-wise performance of the company is given below:

A. Sugar

Though the sugar price remained stable through out the year, due to lower recovery and high input costs, the profit did not increase substantially.

Kattur unit: The plant at Kattur had crushed 6,04,644 Metric Ton (MTs) of sugarcane with an average recovery of 9.01% during 2012-13 as against 5,78,025 MTs during 2011-12 with an average recovery rate of 9.35%. sathamangalam unit: The Plant at Sathamangalam unit had crushed 7,03,911 MTs of sugarcane with an average recovery of 8.83% in 2012-13 as against 5,04,729 MTs in 2011-12 with an average recovery rate of 9.25%.

The increase in cane crushing is mainly due to availability of sugar cane leading to higher production of Sugar, Bagasse & Molasses which impacted the value chain positively. Despite the increase in crushing activity the recovery of sugar has declined due to failure of monsoon and power cuts. The cane price paid to the farmers for the year was Rs.2,250 per MT as fxed by Government of Tamilnadu for the sugar season 2012-13 commencing from October 1, 2012. In addition to the cane price we have also been paying transport subsidy to the farmers for transporting cane from the felds to the factory.

Your company had taken various measures to improve the quality of sugar cane and recovery which included chip bud plantation techniques, drip irrigation, mechanisation of cane harvesting, through cane harvester and continuously imparting training to the farmers so that both the farmers and the company would benefit.

Modernisation Of Kattur And Sathamangalam Sugar Units:

Modernisation works were completed as planned in both the units and the equipments were put into operation from December 2012 in Kattur and from January 2013 in Sathamangalam. The performance of the equipments has been good and therefore we could achieve considerable reduction in the thermal and electrical energy consumption in both the units.

B. Co-Generation

Power exported during the fnancial year 2012-13 at Kattur unit was 12,779 Mwh (Mega Watt Hour) as against 11,369 Mwh during 2011-12 and in Sathamangalam unit power exported during 2012-13 was 53,653 Mwh as against 56,720 Mwh during 2011-12. Due to steep increase in cost of imported coal and lower rate per unit offered by TNEB the coal based power generation was not continued. This resulted in lower power generation as compared to the previous year.

C. Distillery

Alcohol production during the fnancial year 2012-13 was 19,486 KLs (Kilo Litres) as against 18,347 KLs in 2011-12. The demand for alcohol bythe IMFL(Indian Made Foreign Liquor) units in the State remained high. Despite high fuctuation in molasses prices, the systematic planning of our team helped us to procure good molasses at very competitive prices. Similarly, improved marketing strategy for sale of ENA has also helped us in getting better average realisation.

Dividend

The Directors do not recommend dividend for this year.

Bifr''s Status:

Your company continues to be under BIFR/AAIFR on account of appeal pending before AAIFR to determine the cut off date of the sanctioned scheme which was challenged bythe Sales Tax Department of Tamilnadu and the appeal is pending for fnal disposal.

Directors

Mr.V.R.Deenadayalu, Director is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Directors'' Responsibility Statement

The Directors confirm:

(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 they have selected such accounting policies and applied them consistently and made judgements 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 fnancial year and profit of the company for that period;

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

(iv) that they have prepared the Annual Accounts on a going concern basis.

Corporate Governance

The reports of the Corporate Governance together with the Auditor''s Certificate are attached hereto as an Annexure.

Public Deposits

The Company has not accepted any public deposit during the year and there was no outstanding public deposit any time during the year.

Re-appointment of Auditors

Mr.R.Subramanian and Company, Chartered Accountants, Chennai, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. As required under section 224 of the Companies Act, 1956, the company has obtained from them a confirmation to the effect that their re-appointment, if made, would be in conformity with the limits prescribed in the said section.

Cost Audit

Pursuant to section 233B of the Companies Act, 1956, Mr.K.Suryanarayanan, a Practising Cost Accountant, was re-appointed as Cost Auditor for the year 2013 - 2014.

Filing of cost Audit Report

2012 - 2013 2011 - 2012

Due Date

27.09.2013 28.02.2013

Actual Date (Target)

25.09.2013 28.01.2013

Cost Auditor Details Mr.K.Suryanarayanan, M.No.24946, Mr.K.Suryanarayanan, M.No.24946,

Chennai Chennai

Audit Qualification in Report Nil Nil

DISCLOSURE UNDER SECTION 217(2A) AND 217(1)(E) OF THE COMPANIES ACT, 1956

During the year no employee has drawn salary in excess of the amount prescribed under provision of sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is furnished in Annexure I''

Subsidiary Companies

Pursuant to Ministry of Corporate Affairs (MCA) General Circular No.2/2011 dated 8th February, 2011 the accounts of the subsidiary company need not be attached along with the accounts of the holding company as required by Section 212 of the Companies Act, 1956 upon fulfilling certain conditions stipulated in the said circular. Therefore, Annual Accounts of the Subsidiary Company M/s.Kothari International Trading Limited for the year ended 31st March 2013 is not attached herewith.

The Annual Accounts of M/s. Kothari International Trading Limited, subsidiary of your company is kept at the registered office for inspection of members during working hours and the same is also available in Kothari Sugars & Chemicals Limited website.

Acknowledgement

Your Directors thankthe Banks, Customers, Debenture Holders, Farmers, Financial Institutions, Government Authorities, Suppliers and Shareholders for their continued support. Your directors also place on record their appreciation for the committed services by the employees of the Company.

on behalf of the Board

for Kothari sugars and chemicals limited

Place: Chennai B.h. Kothari

Date: July 26, 2013 Chairman and Managing Director


Mar 31, 2012

The Directors present the 51st Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2012.

The performance highlights of the Company for the year are summarised below. Financial Highlights (Rs. In lakhs)

Description 2011-2012 2010-2011

Profit before Interest and Depreciation 3,661.63 3,272.53

Interest 467.03 648.39

Depreciation 1,315.07 1,379.27

Profit Before Tax 1,879.53 1,244.87

Tax Adjustments including Deferred Tax 1,038.22 487.80

Profit after Tax 841.31 757.07

Transfer to Debenture Redemption Reserve 75.00 75.00

Transfer to Capital Redemption Reserve 100.00 100.00

Profit after Appropriation 666.31 582.07

Your Directors are pleased to report that the company has made a profit after tax of Rs. 841.31 Lakhs.

Operations and Performance

Performance

The Gross total income for the financial year ended 2011-12 was Rs. 32,684.11 lacs higher than Rs. 28,115.12 lacs, for the financial year 2010-11. There was overall increase in sale of sugar which includes export sales as well as local sales due to spurt in domestic demand. Similarly, there was increase in sale of alcohol. However there was decrease in power generation owing to higher cost of coal and consequently less sale of power. The profit after tax was Rs. 841.31 lacs for the financial year ended 2011-12 compared to Rs. 757.07 lacs for the financial year 2010-11. The Profit before Tax was higher mainly due to increased sales volume and realisation.

Segment-wise performance of the company is given below:

a. Sugar

During the financial year 2011-12 the sugar prices remained relatively stable which resulted in higher profits compared to financial year 2010-11. Performances of our two sugar units were as under.

Kattur Unit: The plant at Kattur had crushed 578025 Metric Ton (MTs) of sugarcane with an average recovery of 9.35% during 2011-12 as against 501809 MTs during 2010-11 with an average recovery rate of 9.03%.

Sathamangalam Unit: The Plant at Sathamangalam unit had crushed 504729 MTs of sugarcane with a average recovery of 9.25% in 2011-12 as against 176846 MTs in 2010-11 with a average recovery rate of 8.86%.

The increase in the cane crushing is mainly due to availability of sugar cane leading to higher production of Sugar, Bagasse & Molasses which impacted the value chain positively.

Your company had taken various measures to improve the quality of sugar cane and sugar yield levels which included chip bud plantation techniques, drip irrigation and mechanisation of cane harvesting through cane harvester so that the stakeholders in the business i.e. the farmers and the company would benefit.

b. Co-generation

Power exported during the financial year 2011-12 at Kattur unit was 11369 Mwh (Mega Watt Hour) as against 11752 Mwh of power during 2010-11. At Sathamangalam unit power exported was 56720 Mwh during 2011-12 as against 120980 Mwh during 2010-11. Due to steep increase in cost of imported coal and lower rate per unit offered by Govt.of Tamilnadu and Power trading corporation, the coal based power generation was dis-continued. This resulted in lower power generation as compared to the previous year.

c. Distillery

Alcohol production during the financial year 2011-12 was 18347 Kilo Litres (KL's) as against 16135 KLs in 2010-11. The demand for alcohol by the IMFL (Indian Made Foreign Liquor) units in the State remained high and supported the marketing efforts of the Company. The Ethanol blending programme of the Central Government has not been implemented in the State so far, since the State Government has not accorded permission for supply of Ethanol to the oil Companies as they perceived a shortfall of Alcohol to the potable sector. Despite high fluctuation in molasses prices, systematic planning helped us to procure a good quantity of molasses at very competitive prices. Similarly, on the marketing strategy, the sale of ENA has helped in getting a better average realisation.

Dividend

The Directors do not recommend dividend for this year.

Directors

Dr.P.S. Mani Sundaram, Director is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Directors' Responsibility Statement

The Directors confirm:

(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 they have selected such accounting policies and applied them consistently and made judgements 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 profit of the company for that period;

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

(iv) That they have prepared the Annual Accounts on a going concern basis.

Corporate Governance

The reports of the Corporate Governance together with the Auditor's Certificate are attached hereto as an Annexure.

Public Deposits

The Company has not accepted any public deposit during the year and there was no outstanding public deposit any time during the year.

Re-appointment of Auditors

M/s.R.Subramanian and Company, Chartered Accountants, Chennai, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. As required under section 224 of the Companies Act, 1956, the company has obtained from them a confirmation to the effect that their re-appointment, if made, would be in conformity with the limits prescribed in the said section.

Cost Audit

Pursuant to section 233B of the Companies Act, 1956, Mr.K.Suryanarayanan, a Practising Cost Accountant, was appointed as Cost Auditor for the year 2012-2013.

Filing of Cost Audit 2011-2012 2010-2011

Due Date 31.12.2012 27.09.2011 Actual Date (Target) 13.09.2011 30.11.2012

Cost Auditor Details Mr.K.Suryanarayanan, Mr.K.Suryanara- M.No.24946, yanan, Chennai M.No.24946, Chennai

Audit Qualification in Report - Nil

Disclosure under Section 217(2A) and 217(1)(e) of the Companies Act, 1956

During the year no employee has drawn salary in excess of the amount prescribed under provisions of sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is furnished in 'Annexure I'.

Subsidiary Companies

Pursuant to Ministry of Corporate Affairs (MCA) General Circular No. 2/2011 dated 8th February, 2011 that the accounts of the subsidiary company need not be attached along with the accounts of the holding company as required by Section 212 of the Companies Act, 1956 upon fulfilling certain conditions stipulated in the said circular, The Annual Accounts of the Subsidiary Company M/s. Kothari International Trading Limited for the year ended 31st Mar 2012 is not attached herewith.

The Annual Accounts of Kothari International Trading Limited, subsidiary of your company is kept at the registered office for inspection of members during working hours and the same is also available in Kothari Sugars & Chemicals Limited, website.

Acknowledgement

Your Directors thank the Banks, Customers, Debenture Holders, Farmers, Financial Institutions, Government Authorities, Suppliers and Shareholders for their continued support. Your directors also place on record their appreciation for the committed services by the employees of the Company.

On Behalf of the Board for Kothari Sugars & Chemicals Limited

B.H.Kothari Chairman and Managing Director

Place : Chennai Date : August 03, 2012


Mar 31, 2011

To the Members

The Directors present the 50th Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2011.

The performance highlights of the Company for the year are summarised below.

Financial Highlights (Rs. In lakhs)

Description 2010 - 2011 2009 - 2010

Profit before Interest 3,272.53 3,807.06 and Depreciation

Interest 648.39 528.70

Depreciation 1,379.27 1,356.76

Profit Before Tax 1,244.87 1,921.60

Tax Adjustments 487.80 782.81

Profit after Tax 757.07 1,138.79 Transfer to Debenture 75.00 75.00 Redemption Reserve

Transfer to Capital Redemption Reserve 100.00 207.71

Profit after Appropriation 582.07 856.08

Your Directors are pleased to report that the company has made a profit after tax of Rs.757.07 Lakhs.

Operations and Performance Performance

The Gross total income for the financial year 2010-11 was Rs.28,070.48 lacs as compared to Rs.34,858.81 lacs during the financial year 2009-10. Fall in sugar sales quantity is mainly on account of volatile sugar selling prices which had affected our Gross total income. The profit after tax was Rs.757.07 lacs for the financial year 2010-11 compared to Rs.1138.79 lacs during the financial year 2009-10. The PBT was low mainly due to increase in input cost and high fluctuation in sugar price coupled with low volumes. Division-wise performance of the company is given below:

a. Sugar

During the financial year 2010-11 due to volatility in sugar prices the profitability was lower compared to financial year 2009-10 during which the sugar prices in domestic market was continuously raising. Performances of our two sugar units were as under.

Kattur Unit: The plant at Kattur had crushed 5,01,809 Metric Ton (MTs) of sugarcane with a recovery of 9.03% during 2010-11 as against 7,44,232 MTs during 2009-10 with a recovery rate of 8.90%.

Sathamangalam Unit: The Plant at Sathamangalam unit had crushed 1,76,846 MTs of sugarcane with a recovery of 8.86% in 2010-11 as against 2,62,748 MTs in 2009-10 with a recovery rate of 8.34%.

The drop in the cane crushing is mainly due to low availability of sugar cane leading to lower production of Sugar, Bagasse & Molasses which impacted the value chain. The cane price paid to the farmers for the year was Rs.1925.00 per MT of sugar cane compared to Central Government cane price (i.e. Fair and Remunerative Price) of Rs.1391.20 Per MT and State Government., cane price (State Advised Price) of Rs.1900 per MT. In addition to the cane price we have also paid transport subsidy for transporting cane from cane growers' field to the factory, to the farmers. Your company had taken various measures to improve the quality of sugar cane and sugar yield levels so that both the stakeholders in the business i.e. the farmers and the company would benefit.

b. Co-generation

Power exported during the financial year 2010-11 at Kattur unit was 11,752 Mega Watt (MW) as against 18,697 MW of power during 2009-10. At Sathamangalam unit power exported was 1,23,107 MW during 2010-11 as against 1,05,755 MW during 2009-10. Considering the high demand for power in Tamil Nadu and the good price offered, the Co-generation plant at Sathamangalam had operated and exported 1,06,215 MW of power to the grid through M/s. Power Trading Corporation.

c. Distillery

Alcohol production during the financial year 2010-11 was 16,135 Kilo Liters (KLs) as against 10,618 KLs in 2009- 10. The demand for alcohol by the IMFL units in the state remained high and supported the marketing efforts of the company. The ethanol blending programme of the Central Government has not been implemented in the state so far since the State Government has not accorded permission for supply of ethanol to the oil companies, as they are yet to perceive a short fall of alcohol to the potable sector. Despite high fluctuation in molasses prices, systematic planning of our team helped us to procure the good molasses at very competitive prices.

Dividend

The Directors do not recommend dividend for this year.

Directors

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

Mr.V.R.Deenadayalu joined the Board in the Casual Vacancy caused by the resignation of Mr.P.N.Devarajan on April 27, 2009 and he will hold office till the ensuing Annual General Meeting. The Company has received Notices from Members proposing the appointment of Mr.V.R.Deenadayalu as Director of the Company.

Mr.N.Chandramouli, Director resigned from the Board with effect from 20.07.2011. The Board of Directors places on record its appreciation for the valuable services rendered by him.

Directors' Responsibility Statement The Directors confirm:

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

(ii) that they have selected such accounting policies and applied them consistently and made judgements 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 profit of the company for that period

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

(iv) that they have prepared the Annual Accounts on a going concern basis.

Corporate Governance

The reports of the Corporate Governance together with the Auditor's Certificate are attached hereto as an Annexure.

Public Deposits

The Company has not accepted any public deposit during the year and there was no outstanding public deposit any time during the year.

Re-appointment of Auditors

Mr.R.Subramanian and Company, Chartered Accountants, Chennai, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. As required under Section 224 of the Companies Act, 1956, the company has obtained from them a confirmation to the effect that their re-appointment, if made, would be in conformity with the limits prescribed in the said section.

Cost Audit

Pursuant to Section 233B of the Companies Act, 1956, Mr.K.Suryanarayanan, a Practising Cost Accountant, was appointed as Cost Auditor for the year 2011 - 2012.

Filing of Cost Audit Report

Particulars 2010 - 2011 2009 - 2010

Due Date 30.09.2011 30.09.2010

Actual Date 25.09.2011 27.09.2010 (Target)

Cost Auditor Mr.K.Suryanarayanan, Mr.K.Suryanarayanan Details M.No.24946, Chennai M.No.24946, Chennai

Audit Qualification in Report NA None

Disclosure under Section 217(2A) and 217(1)(e) of the Companies Act, 1956

During the year no employee has drawn salary in excess of the amount prescribed under provision of sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is furnished as 'Annexure I' in the next page.

Subsidiary Companies

Ministry of Corporate Affairs (MCA) has recently issued a General Circular No.2/2011 dated 8th February, 2011 that the accounts of the subsidiary company need not be attached along with the accounts of the holding company as required by Section 212 of the Companies Act, 1956 upon fulfilling certain conditions stipulated in the said circular. Therefore, Annual Accounts of the Subsidiary Company M/s.Kothari International Trading Limited for the year ended 31st March 2011 is not attached herewith.

The Annual Accounts of Kothari International Trading Limited, subsidiary of your company is kept at registered office for inspection of members during working hours and the same is available in Kothari Sugars and Chemicals Limited website : www.hckotharigroup.com/kscl

Acknowledgement

Your Directors thank the Banks, Customers, Debenture Holders, Farmers, Financial Institutions, Government Authorities, Suppliers and Shareholders for their continued support. Your directors also place on record their appreciation for the committed services by the employees of the Company.

On Behalf of the Board for Kothari Sugars & Chemicals Limited

B.H. Kothari Chairman and Managing Director

Place : Chennai Date : July 29, 2011

 
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