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Directors Report of Mawana Sugars Ltd.

Mar 31, 2018

The Directors hereby present the 54th Annual Report along with Audited Accounts of the Company for the financial year ended March 31, 2018.

FINANCIAL RESULTS

(Rs. Million)

Sl. No.	Particulars	Amount
Sl. No.	Particulars	31.3.2018	31.3.2017
1.	Profit before interest, depreciation, exceptional items and tax	439.23	1723.15
2.	Interest	209.90	441.65
3.	Depreciation	239.23	303.40
4.	Exceptional Items - Income	147.59	3492.87
5.	Profit before tax	137.69	4470.97
6.	Provision for taxation	(24.71)	842.11
7.	Profit after tax	162.40	3628.86
8.	Other Comprehensive Income	0.51	(18.19)
9.	Total Comprehensive Income	162.91	3610.67

DIVIDEND

In view of inadequacy of distributable profits as per law, your Directors are unable to recommend any dividend for the year under review.

OPERATIONS

1. SUGAR DIVISION (2017-18)

The cane crush during season 2017-18 was 31.42 Lac Tonne as compared to 23.03 Lac Tonne in the last season. The key operational figures are as follows:

Particulars	Unit	Sugar Season
Particulars	Unit	2013-14	2014-15	2015-16	2016-17	2017-18
Cane Crush	Lac MT	25.58	26.77	21.73	23.03	31.42
Recovery	%	9.09	9.49	10.73	11.18	11.25
Sugar Production	Lac MT	2.33	2.54	2.33	2.57	3.54

Intensive cane development work done in the last 3 years has boosted sugar recoveries significantly.

Higher recovery coupled with increased cane production throughout the State, resulted in excess sugar production leading to a steep decline in current sugar prices by Rs.10,000/ Tonne as compared to last year.

In the absence of no linkage in sugar cane and sugar prices, the profitability has come down drastically and huge losses are being incurred by the sugar industry resulting high cane over dues.

2. CHLOR ALKALI DIVISION:

During the 12 months period Apr''17 - Mar''18, overall the business performed well.

The prices of Caustic Soda increased gradually throughout the year due to increase in international prices, whereas the prices of Chlorine kept on decreasing due to low levels of operations of Chlorine consuming industries.

The products and their quality were well accepted in the market during the entire period of 12 months.

Power contributes towards major portion of the input cost. The electricity requirement for the plant was met through Punjab State Power Corporation Limited and through power exchanges.

SUBSIDIARY COMPANIES

The Company has three subsidiary companies viz. Siel Financial Services Limited, Siel Industrial Estate Limited (Siel IE) and Siel Infrastructure & Estate Developers Pvt. Ltd.

Siel Financial Services Limited, a Listed Company is not doing any business since last 16 years and is planned to be disposed. Siel Infrastructure & Estate Developers Private Limited is a Company that holds 49.27% of Siel IE created for assisting in development of Siel IE.

Pursuant to provisions of Section 129 and other applicable provisions of the Act read with Rules made there under, the performance and financial position of each of the subsidiary companies are annexed in Form AOC-I to the Annual Financial Statements.

There has been no change in relationship of any subsidiary Company during the financial year.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company for the financial year 2017-2018, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and SEBI (LODR) Regulations, 2015.

DIRECTORS

Mr. Piar Chand Jaswal, Director (DIN: 07100098) is liable to retire by rotation and being eligible, offers himself for re-appointment.

Mrs. Parmjit Kaur (DIN: 06714249), an Independent and Non-Executive Woman Director has resigned from the Directorship of the Company w.e.f. 2.5.2018.

Particulars of Director/s seeking appointment/reappointment have been given in the explanatory statement annexed to the notice for the Annual General Meeting.

All the Directors have made necessary disclosures as required under various provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

DIRECTORSâ RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies Act, 2013, your 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 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 of the profit of the Company for that year;

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;

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; and

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.

DETAILS IN RESPECT OF FRAUDS REPORTED IN THE UNITS OF THE COMPANY

During the year, frauds pertaining to earlier years have been detected in Company''s sugar units at Mawana Sugar Works and Nanglamal Sugar Complex where some employees (who have already left the service of the Company) have embezzled aggregate sum of Rs.29.78 million by forging documents and wrongfully withdrawing payment. FIR has been filed against these persons and necessary legal action in this regard has been initiated to recover the money. No credit for the above amount has been taken in the books, which will be taken once amount is recovered.

KEY MANAGERIAL PERSONNEL (KMP)

During the financial year ended March 31, 2018, following persons are Whole Time Key Managerial Personnel (KMP) of the Company in terms of provisions of Section 203 of the Companies Act, 2013:

Sl. No.	Name	Designation
1.	Mr. Dharam Pal Sharma	Whole Time Director
2.	Dr. Anil Arora*	Chief Financial Officer
3.	Mr. B.B. Mehta**	Chief Financial Officer
4.	Mr. Ashok Kumar Shukla	Company Secretary

* Resigned from the position of Chief Financial Officer of the Company w.e.f. 4.11.2017.

**Appointed as a Chief Financial Officer of the Company w.e.f. 4.11.2017.

MEETINGS OF THE BOARD

During the financial year ended March 31, 2018, eight Board Meetings were held. In addition to Board Meetings, Nine Resolutions by Circulation on various dates were also passed by the Board of Directors with requisite majority. The details of the Board Meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR), Regulations, 2015.

DECLARATION FROM INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (LODR), Regulations, 2015.

INTERNAL FINANCIAL CONTROLS

The Company has over the years evolved effective systems and procedures to ensure internal financial controls in all its establishments and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Audit Committee evaluates the internal financial control system periodically.

An effective communication/ reporting system operates between the Units and Corporate Office to keep various establishments abreast of regulatory changes and ensure compliances.

STATUTORY AUDITORS AND THEIR REPORT

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration No:301003E/ E300005), were appointed as Statutory Auditors of the Company from the conclusion of 53rd Annual General Meeting (AGM) till the conclusion of 58th AGM of the Company, subject to ratification of their appointment by the members at every intermittent AGM of the Company.

Accordingly, a resolution for ratification of their appointment as Statutory Auditors of the Company has been included in the Notice of forthcoming 54th AGM of the Company.

The observations of Auditors in their report with the relevant notes to accounts are self-explanatory and therefore do not require further explanation.

COST AUDITORS

The Board, on the recommendation of the Audit Committee, has approved the appointment of M/s. Bahadur Murao & Co., Cost Accountants, New Delhi (Firm Registration No. 4941) as Cost Auditors for conducting the audit of the cost records maintained by the Company for the products (Sugar, Caustic Soda, Industrial Alcohol, Power, SBP) for the financial year 2018-19 at a total remuneration of Rs. 2,40,000/- plus GST & out-of-pocket expenses, if any.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the Members of the Company.

Accordingly, confirmation of the Members is being sought by passing an Ordinary Resolution as set out at Item No. 4 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2018.

The Cost Audit Report for the financial year 2016-17 had filed on 22.9.2017, which is within the time limit prescribed under the Companies (Cost Audit Report) Rules, 2011.

SECRETARIAL AUDIT REPORT

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. Nirbhay Kumar (CP No.7887) of M/s Nirbhay Kumar Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2017-18.

The Secretarial Audit Report for the financial year ended 31st March, 2018 is attached as Annexure - I of this Board''s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PUBLIC DEPOSITS

The Company had not accepted any public deposits under Chapter V of the Act during the financial year ended March 31, 2018.

RISK MANAGEMENT

The Company has a Risk Management Committee to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

AUDIT COMMITTEE

The Audit Committee comprises of three Directors, two directors are independent director and one is non-executive director, viz., Prof. Dinesh Mohan as Chairman, and Mr. Ravinder Singh Bedi and Mr. Piar Chand Jaswal as Members.

The details of terms of reference of the Audit Committee, number and dates of meeting held, attendance, among others are given separately in the attached Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Rules made there under, the Board has constituted a Nomination & Remuneration Committee and the details of terms of reference, number & dates of meeting held, attendance and other details are given separately in the attached Corporate Governance Report. The Board on the recommendation of Nomination & Remuneration Committee framed a policy i.e. Nomination and Remuneration Policy for selection and appointment of Directors, senior managerial personnel and their remuneration. The aforesaid policy can be accessed on the Company''s website:www. mawanasugars.com

REMUNERATION POLICY

The Company has adopted a Remuneration Policy for executive and non-executive directors and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration as approved by the Board of Directors on the recommendation of Nomination and Remuneration Committee. The remuneration so approved is subject to the approval by the shareholders and such other authorities as the case may be. The remuneration policy is also placed on Company''s website.

The Non-Executive Directors do not draw any remuneration from the Company except sitting fee paid to them for each meeting of the Board/ Committee thereof attended by them.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The Company has adopted a CSR policy. The Committee is primarily responsible for formulating and recommending to the Board of Directors from time to time the CSR activities and the amount of expenditure to be incurred on the activities pertaining to CSR and monitoring CSR Projects. The CSR Policy of the Company has been placed on the Company''s website.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3) (m) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure - II and forms part of this Report.

PARTICULARS OF EMPLOYEES

As required under the provision of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in Annexure - III of this Board''s Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note No.5 to Financial Statements.

RELATED PARTY TRANSACTIONS

The transactions entered with related parties during the year under review were on Arm''s Length basis and in the ordinary course of business. The provisions of Section 188 of the Companies Act, 2013 are therefore, not attracted. All related party transactions were approved by the Audit Committee and the Board. The relevant information regarding related party transactions has been set out in Note No. 35 of the Financial Statements for the financial year ended 31.3.2018. Thus, disclosure in Form AOC-2 is not required.

The Board has framed a Policy on related party transactions and placed the same on the Company''s website.

VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy/Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The aforesaid policy has also been uploaded on the Company''s website.

EXTRACT OF ANNUAL RETURN

The extracts of the Annual Return (MGT-9) as per the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 is annexed herewith and marked as Annexure - IV to this Report.

CORPORATE GOVERNANCE

In accordance with SEBI (LODR), Regulations, 2015, Corporate Governance Report along with Auditors'' certificate thereon and Management Discussion and Analysis Report form part of this report are enclosed as Annexure - V and forms part of the report.

SHARE CAPITAL

During the financial year ended 31.3.2018, the Company has not issued any share capital with different voting rights, sweat equity or ESOP nor provided any money to the employees or trusts for purchase of its own shares.

UNCLAIMED SHARES SUSPENSE ACCOUNT

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

Balance as on 1.4.2017		No. of Members who approached the Company for transfer of shares and shares transferred from Suspense Account during the year		Balance as on 31.3.2018
No. of holders	No. of shares	No. of holders	No. of Shares	No. of Holders	No. of Shares
6740	155162	49	3281	6691	151881

The voting rights on the shares in the suspense account as on 31st March, 2018 will remain frozen unless the rightful owners of such shares claim the shares.

The Company has uploaded the details of shareholders whose shares are lying in unclaimed shares suspense account on the website of the Company (www. mawanasugars.com). The shareholders who wish to claim their shares are requested to write to the Registrar of the Company immediately.

ACKNOWLEDGEMENTS

The Directors wish to thank and deeply acknowledge the cooperation, assistance and support extended by Central Government, State Governments, Banks, Financial Institutions, Dealers and Vendors of the Company. The Directors also wish to place on record their appreciation for the all-round co-operation and contribution made by the employees at all levels.

For & on behalf of the Board of Directors

Dharam Pal Sharma (Ravinder Singh Bedi)

Whole Time Director Director

DIN: 07259344 DIN: 01408189

Place : New Delhi

Dated : 23.05.2018

Mar 31, 2017

DIRECTORSâ REPORT_

The Directors hereby present the 53^rd Annual Report along with Audited Accounts of the Company for the financial year ended March 31, 2017.

FINANCIAL RESULTS (Rs. Millions)

Sl.	Particulars	Amount
No.		31.03.2017 (12 months)	31.03.2016 (15 months)
1.	Profit/(Loss) before interest, depreciation, exceptional items and tax	1761.43	1169.24
2.	Interest	277.95	767.78
3.	Depreciation	291.96	379.32
4.	Exceptional Item	3375.27
5. 6.	Profit/(Loss) before tax Provision for taxation:	4566.79	22.14
	- Current tax	1.03
	- Provision relating to earlier year - Provision for tax written back	-
	relating to earlier year	-
7.	Profit/(Loss) after tax	4565.76	22.14

DIVIDEND

In view of absence of distributable profits, your Directors are unable to recommend any dividend for the year under review.

OPERATIONS

1. SUGAR DIVISION

The cane crush this season was 23.03 Lac Tons as compared to 21.73 Lac Tons in the last season. The key operational figures are as follows:

Particulars	Unit		Sugar Season
		2012-13	2013-14	2014-15	2015-16	2016-17¹
Cane Crush	Lac MT	34.06	25.58	26.77	21.73	23.03
Recovery	%	8.96	9.09	9.49	10.73	11.18
Sugar Production	Lac MT	3.07	2.33	2.54	2.37	1.21

During quarters Q1 to Q4, the prices of Caustic increased gradually, whereas the prices of Chlorine kept on decreasing due to low operative levels of Chlorine consuming industries. The products and their quality were well accepted in the market during the entire period of 12 months.

Power contributes towards major portion of the input cost. The electricity requirement for the plant was met through Punjab State Power Corporation Limited.

MATERIAL CHANGES AND COMMITMENTS

BUSINESS TRANSFER AGREEMENT WITH INDIAN POTASH LIMITED

Directors have been concerned about the outstanding cane dues of the farmers and have been exploring all possibilities to clear these dues at the earliest to ensure smooth and proper operations of sugar manufacturing units in the future years. To be able to do so, Your Company has entered into a Business Transfer Agreement (BTA) dated 18.11.2016 with Indian Potash Limited (IPL) pursuant to which one of the operating sugar manufacturing units of the Company operating under name and style of Titawi Sugar Complex (TSC) situated at village & P.O. Titawi, Distt. Muzaffarnagar-251301, U.P. is to be sold and transferred to IPL for a total sale consideration of Rs. 375.00 Crores. Pending completion of the sale transaction after completion of certain conditions precedents, a sum of Rs.275.44 crores has been received by your company from IPL during the year which has been substantially utilized to pay down cane dues of farmers and also to facilitate the debt restructuring of the debts owed by the company to the Lenders. The control and management of the affairs of TSC has been handed over to IPL and after completion of remaining conditions precedents necessary for Closure, formal transfer of undertaking of TSC shall be made and balance consideration of about Rs. 99.56 crores will be received by the Company in terms of the BTA.

STATUS UNDER BIFR

Reference was made by the Company under Section 15(1) with the Sick Industrial Companies (Special Provisions) Act 1985 (SICA) to the Board for Industrial and Financial Reconstruction (BIFR) which was registered as No. 63/2013 on 10.9.2013. However, pursuant to the Notifications S.O. 3568(E) & S.O. 3569 (E) dated 25.11.2016 issued by the Ministry of Finance, SICA has been repealed with effect from

1.12.2016 and all the references or inquiry pending before the BIFR and/or AAIFR have abated. Accordingly, the reference of the Company to BIFR stands abated.

DEBT RESTRUCTURING PROGRAMME

Under the debt restructuring programme, the Company has settled the total debt of Axis Bank, Rabo India Finance Limited and State Bank of Mysore. The Company has also restructured its liabilities with Punjab National Bank, State Bank of Hyderabad (now merged with SBI) and M/s Edelweiss Assets

Reconstruction Company (which had taken over the debts of State Bank of India and State Bank of Travencore) and the amounts due to these lenders would be paid in interest free installments as per the agreements reached with each of these lenders. .

SUBSIDIARY COMPANIES

The Company has three subsidiary companies viz. Siel Financial Services Limited, Siel Industrial Estate Limited and Siel Infrastructure & Estate Developers Pvt. Ltd.

Siel Financial Services Limited, a Listed Company is not doing any business since last 15 years. Siel Infrastructure & Estate Developers Private Limited is a Dormant Company and not carrying on any operations presently.

There has been no change in relationship of any subsidiary Company during the financial year.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company for the financial year 2016-2017, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and SEBI (LODR) Regulations, 2015.

DIRECTORS

Mr. Dharam Pal Sharma, Director is liable to retire by rotation and being eligible, offers himself for re-appointment.

Particulars of Director/s seeking appointment/re-appointment have been given in the explanatory statement annexed to the notice for the Annual General Meeting.

All the Directors have made necessary disclosures as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORSâ RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies Act, 2013, your 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 of the Company for that year;

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

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; and

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.

KEY MANAGERIAL PERSONNEL (KMP)

During the financial year ended March 31, 2017, following persons are Whole Time Key Managerial Personnel (KMP) of the Company in terms of provisions of Section 203 of the Companies Act, 2013:

Sl. No.	Name	Designation
1.	Mr. Dharam Pal Sharma	Whole Time Director
2.	Dr. Anil Arora	Chief Financial Officer
3.	Mr. Ashok Kumar Shukla	Company Secretary

MEETINGS OF THE BOARD

During the financial year ended March 31, 2017, seven Board Meetings were held. In addition to Board Meetings, Fourteen Resolutions by Circulation on various dates were also passed by the Board of Directors with requisite majority. The details of the Board Meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR), Regulations, 2015.

DECLARATION FROM INDEPENDENT DIRECTORS

INTERNAL FINANCIAL CONTROLS

The Company has over the years evolved effective systems and procedures to ensure internal financial controls in all its establishments. An internal audit process is in place under the overall supervision of the Audit Committee of the Board. The services for the internal audit are outsourced. Qualified and experienced professionals are engaged to ensure effective and independent evaluation of, inter alia, the internal financial controls. The appointment of internal auditors is approved by the Board on recommendations of the Audit Committee. The Audit Committee also lays down the schedule for internal audit. Internal audit reports are placed before the Committee with management comments. Suggestions are implemented and reported to the Audit Committee.

An effective communication/ reporting system operates between the Units and Corporate Office to keep various establishments abreast of regulatory changes and ensure compliances.

STATUTORY AUDITORS AND THEIR REPORT

M/s A.F. Ferguson & Co., Chartered Accountants (ICAI Registration Number 112066W) are statutory auditors of the Company since last 30 years.

As per second proviso to Section 139(2) of the Companies Act, 2013, (the Act), a transition period of three years from the commencement of the Act is provided to appoint a new auditor if the existing auditor''s firm has completed two terms of five consecutive years.

Accordingly, as per the said requirements of the Act, M/s. S R Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration No: 301003E/ E300005), are proposed to be appointed as auditors for a period of 5 years commencing from the conclusion of 53^rd AGM till the conclusion of the 58^th AGM, subject to ratification by shareholders every year, as may be applicable, in place of M/s A.F. Ferguson & Co., Chartered Accountants.

M/s. S R Batliboi & Co. LLP, Chartered Accountants, have consented to the said appointment, and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditor in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

The Audit Committee and the Board of Directors recommend the appointment of M/s. S R Batliboi & Co. LLP, Chartered Accountants, as statutory auditors of the Company from the conclusion of the 53^rd AGM till the conclusion of 58^th AGM, to the shareholders. Consequent to the aforesaid changes, reappointment of M/s A.F. Ferguson & Co., Chartered Accountants, as Statutory Auditors is not recommended. Resolutions seeking your approval on these items are included in the Notice convening the Annual General Meeting.

Qualification of the Auditors in their report and the notes forming part of the Accounts are self-explanatory. A management representation to qualification is as follow:

âConsequent upon restructuring of debts of the Company, a part of the principal amount of the term loan amounting to Rs 640.78 million, that was availed in the past for acquisition of capital assets, has been written back and credited as an exceptional item in the statement of Profit and Loss of the Company for the year. Based upon decision of Income Tax Appellate Tribunal in respect of such matter rendered in another case and legal opinions obtained from expert tax consultants, this amount is treated as capital receipt and not included in book profit for the purposes of calculation of tax under section 115 JB of the Income Tax Act 1961.ââ

The Board of the Company, based on the precedent decision of the Income Tax Tribunal and legal advice, is confident that the Company''s position will be upheld in the assessment process under the Income Tax Act, 1961 and accordingly no provision has been provided for the same in the financial statements.

COST AUDITORS

M/s Bahadur Murao & Co., Cost Accountants (Membership Number 4941) were re-appointed as Cost Auditors of the Company for conducting the audit of the cost records maintained by the Company for the products (Sugar, Caustic Soda, Industrial Alcohol, Power, SBP) for the financial year 2017-18 subject to the approval of the Members on the remuneration to be paid to the Cost Auditors.

A certificate from them has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Companies Act, 2013 and rules framed there under.

The Cost Audit Report for the financial period 2015-16 (15 months) had filed on 22.9.2016, which is within the time limit prescribed under the Companies (Cost Audit Report) Rules, 2011.

SECRETARIAL AUDIT REPORT

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. Nirbhay Kumar (CP No.7887), M/s Nirbhay Kumar & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2016-17.

The Secretarial Audit Report for the financial year ended 31st March, 2017 is attached as Annexure - I of this Board''s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

FIXED DEPOSITS

The Company does not have any deposits and has neither accepted any deposits during the financial year ended March 31, 2017.

RISK MANAGEMENT

AUDIT COMMITTEE

The details of terms of reference of the Audit Committee, number and dates of meeting held, attendance, among others are given separately in the attached Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

REMUNERATION POLICY

The Non-Executive Directors do not draw any remuneration from the Company except sitting fee paid to them for each meeting of the Board/ Committee thereof attended by them.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

PARTICULARS OF EMPLOYEES

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note No. 12 & 13 to Financial Statements.

RELATED PARTY TRANSACTIONS

The transactions entered with related parties during the year under review were on Arm''s Length basis and in the ordinary course of business. The provisions of Section 188 of the Companies Act, 2013 are therefore, not attracted. All related party transactions were approved by the Audit Committee and the Board. The relevant information regarding related party transactions has been set out in Note no. 35 of the Financial Statements for the financial year ended 31.3.2017. Thus, disclosure in Form AOC-2 is not required.

The Board has framed a Policy on related party transactions and placed the same on the Company''s website.

VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The aforesaid policy has also been uploaded on the Company''s website.

EXTRACT OF ANNUAL RETURN

CORPORATE GOVERNANCE

SHARE CAPITAL

During the financial year ended 31.3.2017, the Company has not issued any share capital with different voting rights, sweat equity or ESOP nor provided any money to the employees or trusts for purchase of its own shares.

UNCLAIMED SHARES SUSPENSE ACCOUNT

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

Balance as on 1.4.2016		No. of Members who approached the Company for transfer of shares and shares transferred from Suspense Account during the year		Balance as on 31.3.2017
No. of holders	No. of shares	No. of holders	No. of Shares	No. of holders	No. of Shares
Nil	Nil	Nil	Nil	6,458	1,55,162

The voting rights on the shares in the suspense account as on 31st March, 2017 will remain frozen unless the rightful owners of such shares claim the shares.

The Company has uploaded the details of shareholders whose shares are lying in unclaimed shares suspense account on the website of the Company (www.mawanasugars.com). The shareholders who wish to claim their shares are requested to write to the Registrar of the Company immediately.

ACKNOWLEDGEMENTS

The Directors wish to thank and deeply acknowledge the cooperation, assistance and support extended by Central Government, State Governments, Banks, Financial Institutions, Dealers and Vendors of the Company. The Directors also wish to place on record their appreciation for the all-round cooperation and contribution made by the employees at all levels.

For & on behalf of the Board of Directors

Dharam Pal Sharma (Prof. Dinesh Mohan)

Whole Time Director Director

DIN: 07259344 DIN: 00077959

Place : New Delhi

Dated : 09.06.2017

Dec 31, 2014

Dear Members,

The Directors hereby present the 51st Annual Report along with Audited Accounts of the Company for the 15 months financial period ended December 31,2014.

The Ministry of Corporate Affairs vide Circular No. 08/2014 dated 4th April, 2014 clarified that the financial statements and the documents required to be attached thereto, the auditor''s and directors'' report in respect of the financial year under reference shall continue to be governed by the relevant provisions of the Companies Act, 1956, schedules and rules made there under.

The Company has accordingly prepared Balance Sheet, Statement of Profit and Loss, the schedules and notes thereto and the Directors'' Report in accordance with the relevant provisions of the Companies Act, 1956, schedules and rules made there under.

FINANCIAL RESULTS (Rs. Lacs)

Sl. Particulars Amount No. 31.12.2014 30.9.2013 (15 months) (12 months)

1. Profit/(Loss) before interest, depreciation, exceptional items and tax (4275) (4440)

2. Interest 7689 9024

3. Depreciation 6096 5043

4. Profit/(Loss) before tax (18060) (28786)

5. Provision for taxation:

* Current tax - -

* Provision relating to earlier year - 29

* Provision for tax written back - (10) relating to earlier year

6. Profit/(Loss) after tax (18060) (28805)

DIVIDEND

In the absence of profits during the current financial period, your Directors are unable to recommend any dividend for the period under review.

OPERATIONS

1. SUGAR DIVISION

The year 2013-14 witnessed an decrease in sugar production. The cane crush this season decreased by 25% of cane crush during last season (2012-13). The cane crush this season was 25.58 lac MT as compared to 34.06 lac MT in the last season. The key operational figures are as follows:

Particulars Unit Sugar Season 2010-11 2011-12 2012-13 2013-14

Cane Crush Lac MT 28.58 31.54 34.06 25.58

Recovery % 9.11 8.60 8.96 9.09

Sugar Lac MT 2.64 2.74 3.07 2.33 Production

The sugar recovery in the western UP remains a major concern mainly due to deterioration of sugarcane quality on account of varietal degeneration. The average sugar recovery for this season remained below the long term average recovery in line with trend in nearby sugar factories.

The sugar business during the season continued to be under stress due to imbalance between cane costs, cost of production and sugar market prices

MSL is continuing its cane development program including distribution of cane seeds of new varieties, fertilizers and insecticides etc. These will help in long term improvements in cane quality and yield The surplus power generated by the Cogeneration plants was exported to the State grid.

The distillery unit continues to supply ethanol to the Oil Marketing Companies (OMC).The price of ethanol has improved from Rs. 27/litre to Rs. 35/litre. The capacity of ETP of the distillery unit was augmented to increase the production of ethanol and increasing the capacity utilization of the plant. However, our capacity was severely hampered last year due to restriction imposed by CPCB on all UP Distilleries discharging effluent in Ganga in view of Kumbh Mela. Last year pollution norms in general also became very stringent as NGT directed Pollution Control Authorities to inspect all Units polluting Ganga and submit their report to the Court. Distillery industry has been classified as highly polluting.

2. CHLOR ALKALI DIVISION

During the 15 months period Oct''2013-Dec''2014, the business performed well during quarters Q1 and Q2 amidst good demand of both Caustic Soda and Chlorine, but performance deteriorated in Quarters Q3, Q4 and Q5. During Quarters Q3 and Q4, the markets witnessed dumping of low priced Caustic Soda imports from various countries which seriously impacted the domestic product prices. Caustic Soda prices dropped further during Quarter Q5 as demand of Caustic Soda in the North was hit badly with Paper Mills curtailing production due to slump in Paper demand.

Power contributes towards major portion of the input cost. The electricity requirement for the plant was met through Punjab State Power Corporation Limited and through Indian Energy Exchange under Open Access.

The products and their quality were well accepted in the market during the entire period of 15 months.

STATUS OF SICKNESS UNDER BIFR

The Company has filed a reference in Form ''A'' under Section 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 with Hon''ble BIFR on 1.8.2013 and the same has been registered as Case No.63/2013 as communicated by BIFR vide its letter No.3(M-5)/BC/2013 dated 10.9.2013.

The matter considering of Mawana Sugars Limited as ''Sick Company'' under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 is pending by BIFR.

SUBSIDIARY COMPANIES

The Company has three subsidiary companies viz. Siel Financial Services Limited, Siel Industrial Estate Limited and Siel Infrastructure & Estate Developers Pvt. Ltd.

A statement pursuant to Section 212 of the Companies Act, 1956, relating to the subsidiaries is attached to the Accounts.

In terms of the General Circular No. 2/2011 dated 8.2.2011 issued by Central Government relating to directions under Section 212(8) of the Companies Act, 1956, the Board of Directors of the Company has granted its consent by way of a resolution for not attaching the copy of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of the subsidiaries with the Balance Sheet of the Company.

These documents will be made available upon request by any member of the Company or of the subsidiaries interested in obtaining the same.

The annual accounts of the subsidiary companies will also be available for inspection during business hours at the Registered Office of the Company. However, as directed by the Central Government, the financial data of the subsidiaries have been furnished under ''Details of Subsidiaries'', forming part of the Annual Report. Further, pursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report includes financial information of its subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the accounting standard (AS-21) on consolidated financial statements read with accounting standard (AS-23) on accounting for investments in associate, the consolidated financial statements are attached, which form part of the Annual Report.

DIRECTORS

Prof. Dinesh Mohan, Director is liable to retire by rotation and being eligible, offer himself for re-appointment.

Mr. Piar Chand Jaswal has been appointed as an additional director(Non-Independent & Non-Executive) of the Company w.e.f. 18th February, 2015 to hold office upto the forthcoming Annual General Meeting of the Company.

Mr. Ravi Vira Gupta, Director has resigned from the Directorship of the Company w.e.f. 17.6.2014.

Mr. Siddharth Shriram, Chairman and Managing Director and Mr. A.K. Mehra, Whole Time Director of the Company have resigned from the position of Chairman & Managing Director and Whole Time Director and also from the directorship of the Company w.e.f. 31.7.2014.

The Board of Directors of the Company in its meeting held on 13.2.2014 has appointed Mr. Rajendra Khanna as a Whole Time Director for the period from 01.02.2014 to 30.11.2018 and payment of remuneration for a period of 3 years w.e.f.01.02.2014 to 31.1.2017. The approval of shareholders has been obtained through Postal Ballot on 27.11.2014. The approval of Central Govt. regarding the above appointment and remuneration is still pending.

Mr. Rajendra Khanna has been resigned from the position of Whole Time Director and the directorship of the Company w.e.f. close of business hours of 31.12.2014.

The Board places on record the deep appreciation for the contribution made by Mr. Ravi Vira Gupta, Mr. Siddharth Shriram, Mr. A.K. Mehra and Mr. Rajendra Khanna, during their tenure as Directors of the Company.

Pursuant to Companies Act, 2013 and Clause 49 of the Listing Agreement, Prof. Dinesh Mohan and Mr. Ravinder Singh Bedi, Directors, are proposed to be appointed as Independent Directors of the Company for a period of 5 (five) consecutive years from the date of forthcoming Annual General Meeting.

AUDITORS AND THEIR REPORT

M/s. A.F. Ferguson & Co., Chartered Accountants, Auditors of the Company (ICAI Registration Number 112066W) who are our Auditors, retire at the ensuing annual general meeting and are eligible for reappointment.

As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed thereunder and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. A.F. Ferguson & Co., Chartered Accountants, as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

The observations of Auditors in their report read with the relevant notes to accounts are self-explanatory and therefore do not require further explanation.

COST AUDITORS

M/s Bahadur Murao & Co., Cost Accountants (Membership Number 4941) were re-appointed as Cost Auditors of the Company for the Financial Period 2015-16 (15 months), for conducting the audit of the cost records maintained by the Company for the products (Sugar, Caustic Soda, Industrial Alcohol, SBP) as mandated by the Central Government, pursuant to its order dated 30th June, 2014 and any amendments thereof, subject to the approval of the Members on the remuneration to be paid to the Cost Auditor.

A certificate from them has been received to the effect that their appointment as Cost Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Companies Act, 2013 and rules framed thereunder.

The Cost Audit Report for the financial year 2012-13 had filed on 27.2.2014, which is within the time limit prescribed under the Companies (Cost Audit Report) Rules, 2011.

The Cost Audit Report for the financial period 2013-14 (15 months) under the Companies (Cost Audit Report) Rules, 2011, is due to be filed with MCA on or before 30.6.2015 which is within the time limit prescribed under the Companies (Cost Audit Report) Rules, 2011.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

A statement containing the necessary information as required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto as Annexure I and forms an integral part of this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, the particulars of employees are required to be furnished in statement to be annexed to this Report. However, as per the provisions of Section 219(1 )(b)(iv) of the said Act, the report and accounts are being sent to all the Shareholders excluding the aforesaid Annexure.

The complete annual report including this statement shall be made available for inspection by any shareholder during working hours for a period of 21 days before the date of the Annual General Meeting. Any member interested in obtaining the copy of the statement may write to the Company at its Registered Office.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your directors state:

(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 accounting policies selected and applied are consistent and the judgements and estimates made 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 period and of the loss of the company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance along with the Auditors'' Certificate confirming compliance is attached on its compliance.

The Management Discussion and Analysis Report forms part of this report and is annexed hereto as Annexure III.

DELISTING OF GDRs

During the 15 months period ended December 31, 2014, 2.63.519 GDRs (Global Depository Receipts) representing 2.63.519 underlying equity shares of the Company has been cancelled and delisted from London Stock Exchange with effect from December 02, 2014.

ACKNOWLEDGEMENTS

The Directors wish to thank and deeply acknowledge the co- operation, assistance and support extended by Central Government, State Governments, Banks, Financial Institutions, Dealers and Vendors of the Company. The Directors also wish to place on record their appreciation for the all-round co-operation and contribution made by the employees at all levels.

For & on behalf of the Board of Directors

Sd/- Sd/- (Dinesh Mohan) (Ravinder Singh Bedi) Director Director (DIN : 00077959) (DIN : 01408189)

Place : New Delhi Dated : 18th February, 2015

Sep 30, 2013

The Directors hereby present the 50th Annual Report along with Audited Accounts of the Company for the fnancial year ended September 30, 2013.

FINANCIAL RESULTS

(Rs. Lacs)

Sl. Particulars Amount No. 30.9.2013 30.9.2012 (12 months) (18 months)

1. Profit/(Loss) before interest, (4440) 4081 depreciation, exceptional items and tax

2. Interest 9024 12292

3. Depreciation 5043 7663

4. Profit/(Loss) before tax (28786) (8375)

5. Provision for taxation:

- Current tax

- Provision relating to earlier year 29

- Provision for tax written back (10) (271) relating to earlier year

6.Profit/(Loss) after tax (28805) (8104)

DIVIDEND

In the absence of profts during the current fnancial year, your Directors are unable to recommend any dividend for the year under review.

OPERATIONS

1. SUGAR DIVISION

The year 2012-13 witnessed an increase in sugar production. The cane crush this season increased by 8% of cane crush during last season (2011-12). The cane crush this season was 34.06 lac MT as compared to 31.54 lac MT in the last season. The key operational fgures are as follows:

The sugar recovery in the western UP remains a major concern mainly due to deterioration of sugarcane quality on account of varietal degeneration. The average sugar recovery for this season remained below the long term average recovery in line with trend in nearby sugar factories.

The sugar business during the season continued to be under stress due to imbalance between cane costs, cost of production and sugar market prices.

MSL is continuing its cane development program including distribution of cane seeds of new varieties, fertilizers and insecticides etc. These will help in long term improvements in cane quality and yield

The surplus power generated by the Cogeneration plants was exported to the State grid.

The distillery unit continues to supply ethanol to the Oil Marketing Companies (OMC). The price of ethanol has improved from Rs. 27/litre to Rs. 35/litre. The ETP of distillery unit was augmented to streamline the production of ethanol and increasing capacity utilization. However our capacity utilisation was severely hampered this year due to restrictions imposed by Central Pollution Control Board on all U.P. distilleries owing to the Kumbh Mela.

2. CHLOR ALKALI DIVISION

The business performed well during the Q1 (2012-13) amidst good demand of Caustic Soda but with weak demand of Chlorine. During Quarter Q2, the production was adversely effected as demand of Caustic Soda was hit badly with closure of Paper Mills in the North. Surplus availability of Caustic Soda from low priced imports from Pakistan and increase in Power Tariff by Punjab State Power Corporation Limited from 1st April, 2013 impacted the operations in Quarter Q3. With improvement in Caustic Soda and Chlorine prices due to weakening of Rupee, production was restored to normal levels in Quarter Q4.

The products and their quality were well accepted in the market during the entire year.

Power contributes towards major portion of the input cost. The electricity requirement for the plant was met through Punjab State Power Corporation Limited and through Indian Energy Exchange under Open Access.

JOINT VENTURE

CERATIZIT INDIA PVT. LTD. During the year, the Company has ceased to be a Joint Venture Partner of Ceratizit India Private Limited (CIPL) with effect from 18.9.2013.

CHANGE IN STATUS OF PROMOTER

Usha International Limited has ceased to be Promoter of Mawana Sugars Limited w.e.f. 20.6.2013.

STATUS OF SICKNESS UNDER BIFR

In terms of BIFR letter No.BIFR/Sec.23/2144/BC/2013 dated 13.5.2013, the Company has fled a reference in Form `A'' under Section 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 with Hon''ble BIFR on 1.8.2013 and the same has been registered as Case No.63/2013 as communicated by BIFR vide its letter No.3(M-5)/BC/2013 dated 10.9.2013.

SUBSIDIARY COMPANIES

The Company has three subsidiary companies viz. Siel Financial Services Limited, Siel Industrial Estate Limited and Siel Infrastructure & Estate Developers Pvt. Ltd.

Mawana Foods Limited has ceased to be a subsidiary of the Company w.e.f. 29.6.2013.

A statement pursuant to Section 212 of the Companies Act, 1956, relating to the subsidiaries is attached to the Accounts.

In terms of the General Circular No. 2/2011 dated 8.2.2011 issued by Central Government relating to directions under Section 212(8) of the Companies Act, 1956, the Board of Directors of the Company has granted its consent by way of a resolution for not attaching the copy of the Balance Sheet, Proft and Loss Account, Reports of the Board of Directors and Auditors of the subsidiaries with the Balance Sheet of the Company.

These documents will be made available upon request by any member of the Company or of the subsidiaries interested in obtaining the same.

The annual accounts of the subsidiary companies will also be available for inspection during business hours at the Registered Offce of the Company. However, as directed by the Central Government, the fnancial data of the subsidiaries have been furnished under ''Details of Subsidiaries'', forming part of the Annual Report. Further, pursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report includes fnancial information of its subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the accounting standard (AS-21) on consolidated fnancial statements, the consolidated fnancial statements are attached, which form part of the Annual Report.

DIRECTORS

Mr. R.S. Bedi and Mr. A.K. Mehra, Directors are liable to retire by rotation and being eligible, offer themselves for re- appointment.

Mr. N.K. Goila, Director has resigned from the Directorship of the Company w.e.f. 13.5.2013.

Mr. Sunil Kakria has resigned from the position of Managing Director and directorship of the Company w.e.f. 31.7.2013.

AUDITORS AND THEIR REPORT

M/s. A.F. Ferguson & Co., Chartered Accountants, Auditors of the Company (ICAI Registration Number 112066W) hold offce until the conclusion of the forthcoming Annual General Meeting and are recommended for reappointment. The Company has received a certifcate from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

The Auditors have vide their letter dated 13.11.2013 also confrmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certifcate issued by the peer Review Board of the ICAI.

The observations of Auditors in their report read with the relevant notes to accounts are self-explanatory and therefore do not require further explanation.

COST AUDITORS

M/s. Bahadur Murao & Co., Cost Accountants, were re- appointed as Cost Auditors for the fnancial year 2013-14 to conduct the cost audit of the accounts maintained by the Company, as prescribed under Cost Audit Rules, 2011.

The Cost Audit Reports for the fnancial period 2011-12 (18 months) was fled with Ministry of Corporate Affairs (MCA) on 26.3.2013, for its products Sugar and Caustic Soda, which were due to be fled by 31.3.2013.

The Cost Audit Report for the fnancial year 2012-13, in respect of the Sugar and Caustic Soda products prescribed under Cost Audit Rules, 2011, is due to be fled with MCA on or before 31.3.2014 (being within 180 days from the end of reporting year).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

A statement containing the necessary information as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto as Annexure I and forms an integral part of this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, the particulars of employees are required to be furnished in statement to be annexed to this Report. However, as per the provisions of Section 219(1)(b) (iv) of the said Act, the report and accounts are being sent to all the Shareholders excluding the aforesaid Annexure.

The complete annual report including this statement shall be made available for inspection by any shareholder during working hours for a period of 21 days before the date of the Annual General Meeting. Any member interested in obtaining the copy of the statement may write to the Company at its Registered Offce.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your directors state:

(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 accounting policies selected and applied are consistent and the judgements and estimates made 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 of the loss of the company for that period;

(iii) that proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

CORPORATE GOVERNANCE

A separate report on Corporate Governance is included/ attached as part of the Annual Report and annexed hereto as Annexure II along with the Auditors'' Certifcate on its compliance.

The Management Discussion and Analysis Report forms part of this report and is annexed hereto as Annexure III.

SIGNIFICANT TRANSACTIONS

During the fnancial year ended 30.9.2013, the following transactions were made:

i) the Company has issued and allotted 41,60,053 equity shares of Rs.10/- each at a price of Rs.15.12 per equity share (including a premium of Rs.5.12 per equity share) to Usha International Limited under SEBI (Issue of Capital and Disclosure Requirements), Regulations, 2009 for preferential issue on November 2, 2012 to Usha International Limited, the promoter of the Company.

ii) the Company has sold its 31,30,000 equity shares of Rs.10/- each fully paid up (65.03% of the paid up capital) held by it in Mawana Foods Limited (MFL), a subsidiary of the Company at a price of Rs.26.12 per share to Usha International Limited (UIL) for a total consideration of Rs. Rs.8,17,55,600/- for payment to the term lenders under CDR to reduce their debts. Accordingly, Mawana Foods Limited has ceased to be a subsidiary of the Company w.e.f. 29.6.2013.

iii) the Company has sold its 23,00,000 equity shares of Rs.5/- each (5% of the paid up capital) held by it in Ceratizit India Pvt. Ltd. (CIPL), a joint venture Company to CERATIZIT S.A. Mamer, Luxembourg for a total consideration of Rs.16 crores for payment to the term lenders under CDR to reduce their debts. Accordingly, the Company has ceased to be a Joint Venture Partner of Ceratizit India Private Limited (CIPL) with effect from 18.9.2013.

ACKNOWLEDGEMENTS

The Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by Central Government, State Governments, Banks, Financial Institutions, Dealers, Vendors and Foreign Collaborators of the Company. The Directors also wish to place on record their appreciation for the all-round co-operation and contribution made by the employees at all levels.

For & on behalf of the Board of Directors

(SIDDHARTH SHRIRAM)

Chairman

Place : New Delhi

Dated : 21.11.2013

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 48th Annual Report along with Audited Accounts of the Company for the 18 months financial period ended March 31,2011.

FINANCIAL RESULTS (Rs. Lacs)

Sl. Particulars Amount No 31.03.2011 30.09.2009 (18 months) (12 months)

1. Profit/(Loss) before interest, 13131.9 6630.4 depreciation, exceptional items and tax

2. Interest 11064.2 7062.9

3. Depreciation 7929.8 5250.4

4. Profit(Loss) before tax (5862.1) (5682.9)

5. Provision for taxation: - Current tax - -

- Fringe benefit tax - 38.9

6. Profit/(Loss) after tax (5862.1) (5721.8)

DIVIDEND

In the absence of profits during the current financial period, your Directors are unable to recommend any dividend for the period under review.

OPERATIONS

A review of operations of the major businesses of the Company for the 18 months financial period ended March 31,2011 is detailed as under:

1. SUGAR DIVISION

The period ended 18 months March 2011 witnessed a huge swing in sugar prices due to volatility in production estimates. Because of lower production and stock estimates, sugar price touched all time high price in January 2010 and then plumetted as the Government of India took stringent measures to control prices. Tracking the rising sugar prices, the cane prices had also been bid up, which did not decline with sugar prices.

The key operational figures are a follows:

Particulars Unit Sugar season 18 months 2009-10 2010-11 Ended 31.03.2011

Cane Crush Lac MT 30.35 28.58 58.21

Recovery % 9.26 9.11 9.17

Sugar Production* LacMT 3.03 2.64 5.52

*Includes sugar produced from imported raw sugar

The company had contracted for import of raw sugar 60,000 MT during the period to utilize production capacity. However, the domestic prices fell so sharply that we settled, the contracts at a loss. Cane availability in the seasons 2009-10 and 2010-11 was lower than heretofore.

The surplus power generated by the Cogen was exported to the State Grid under the Power Purchase Agreement.

The Company entered into a first time contract with the Oil Marketing Companies (OMC) to supply Ethanol. The distillery making Ethanol was stream lined and the Company is supplying Ethanol steadily to the OMC.

2. CHLOR ALKALI DIVISION

The business performed satisfactorily during the period Oct 09 - March, 11, the plant capacity utilization was matched as per market requirement.

The prices, of caustic soda were volatile through out the period leading to swings in monthly contributions.

Power contributes a major portion of the input cost for producing Caustic Soda, and was sourced from the Punjab State Power Corporation Limited and through the Indian Energy exchange.

JOINT VENTURE

CERATIZIT INDIA PVT. LTD (Formerly Siel Tizit Limited). During the financial year ended February 2011, Ceratizit recorded a turnover of 883.48 Mio INR which is 56% higher than that of the previous year (566.68 Mio INR). PAT was 104.24 Mio INR during the year which is 60% higher than that of the previous year (65.17 Mio INR).

HOLDING COMPANY

In pursuance of a Scheme of Arrangement of amalgamation sanctioned by the Hon'ble High Court of Delhi vide its order dated 19.7.2010, the equity stake held by Usha International Limited (UIL) in Mawana Sugars Limited (MSL) has increased to 62.67%

Consequent to the above, MSL has become a subsidiary of UIL in terms of Section 4 (1 )(b)(ii) of the Companies Act, 1956 w.e.f. 26.7.2010.

SUBSIDIARY COMPANIES

The Company has five subsidiaries, viz. Siel Financial Services Limited, Transiel India Limited, SFSL Investments Limited, Siel Edible Oils Limited and Siel Industrial Estate Limited.

Transiel India Limited has exercised the option to exit under the "Easy Exit Scheme, 2011" of Govt, of India on 27.1.2011 and SFSL Investments Limited has ceased to be a subsidiary of the Company w.e.f. 31.1.2011.

A statement pursuant to Section 212 of the Companies Act, 1956, relating to the subsidiaries is attached to the Accounts. In terms of the General Circular No. 2/2011 dated 8.2.2011 issued by Central Government relating to directions under Section 212(8) of the Companies Act, 1956, the Board of Directors of the Company has granted its consent by way of a resolution for not attaching the copy of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of the subsidiaries with the Balance Sheet of the Company.

These documents will be made available upon request by any member of the Company or of the subsidiaries interested in obtaining the same. The annual accounts of the subsidiary companies will also be available for inspection during business hours at the Registered Office of the Company. However, as directed by the Central Government, the financial data of the subsidiaries have been furnished under 'Details of Subsidiaries', forming part of the Annual Report. Further, pursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report includes financial information of its subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the accounting standard (AS-21) on consolidated financial statements read with accounting standard (AS-23) on accounting for investments in associate, the consolidated financial statements are attached, which form part of the Annual Report.

DIRECTORS RETIRING BY ROTATION

Mr. A.K. Mehra and Prof. Dinesh Mohan, Directors retire by rotation and being eligible, offer themselves for re-appointment.

DEMISE OF A DIRECTOR

Mr. K.P. Singh, Whole Time Director of the Company regrettably expired on 20th April 2011 after a prolonged illness. The Company lost a visionary and a leader who had helped the company greatly in times of trouble.

Mr. K. P. Singh joined the company on 20* September 1982 as Project Adviser and rose to the level of Whole Time Director in 1992. He made immense contributions to the company particularly in times of acute crisis through his excellent net working and PR skills. He had held the image of the company always very high in the eyes of all concerned.

The Company express its thanks to Mr. Singh for all the needful contribution made to the Company over the years and pray for his departed soul to rest in peace.

AUDITORS

M/s. A.F. Ferguson & Co., Chartered Accountants, Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are recommended for reappointment. The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

AUDITORS' REPORT

The observations of Auditors in their report read with the relevant notes to accounts are self-explanatory and therefore do not require further explanation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

A statement containing the necessary information as required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto as Annexure I and forms an integral part of this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, the particulars of employees are required to be furnished in statement to be annexed to this Report. However, as per the provisions of Section 219(1 )(b)(iv) of the said Act, the report and accounts are being sent to all the Shareholders excluding the aforesaid Annexure.

The complete annual report including this statement shall be made available for inspection by any shareholder during working hours for a period of 21 days before the date of the Annual General Meeting. Any member interested in obtaining the copy of the statement may write to the Company at its Registered Office.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your directors state:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the accounting policies selected and applied are consistent and the judgements and estimates made 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 period and of the loss of the company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

CORPORATE GOVERNANCE

A separate report on Corporate Governance is included/attached as part of the Annual Report and annexed hereto as Annexure II along with the Auditors' Certificate on its compliance.

The Management Discussion and Analysis Report forms part of this report and is annexed hereto as Annexure III.

SHARE REGISTRY ACTIVITIES

In terms of SEBI Circular No. D&CC/FITTC/CIR-15/2002 dated 27 December, 2002, your Company has transferred the work related to share registry to Mas Services Ltd., a registrar and share transfer agent registered with SEBI.

INFORMATION UNDER LISTING AGREEMENT WITH STOCK EXCHANGES

DEMATERIALISATION OF SHARES

The shares of the Company are traded in dematerialized form and are available for trading under the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Ltd. (CDSL).

As on March 31, 2011, a total of 3,41,05,377 equity shares of the Company, which form 97.56% of the equity share capital, stand dematerialized.

LISTING OF SECURITIES OF COMPANY

The equity shares of your Company are listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited, Mumbai.

The listing fee for the year 2011-2012 has been paid to the Bombay Stock Exchange Limited and National Stock Exchange of India Limited, Mumbai.

INFORMATION UNDER LISTING AGREEMENT FOR GDRs

If the United Kingdom resident holders in the Company's shares or depository receipts representing the Company's shares wish to know whether they are able to obtain any relief from United Kingdom Taxation to which they are entitled in respect of their holdings of such securities, they should consult their tax advisors.

ACKNOWLEDGEMENTS

The Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by Central Government, State Governments, Banks, Financial Institutions, Dealers, Vendors and Foreign Collaborators of the Company. The Directors also wish to place on record their appreciation for the all-round co-operation and contribution made by the employees at all levels.

For & on behalf of the Board of Directors

(SIDDHARTH SHRIRAM) Chairman

Place: New Delhi Dated: 16.06.2011

Sep 30, 2009

The Directors have pleasure in presenting the 47lh Annual Report along with Audited Accounts of the Company for the financial year ended September 30, 2009.

FINANCIAL RESULTS (Rs. Lacs)

Sl. Particulars Amount N0 30.09.2009 30.09.2008 (12 months) (18 months)

1. Profit / (Loss) before interest, depreciation, 6630.4 212.6 exceptional items and tax

2. Interest 7062.9 9449.7

3. Depreciation 5250.4 7533.6

4. Profit/(Loss) before tax (5682.9) (16770.7)

5. Provision for taxation: -Deferred tax - (144.0) - Fringe benefit tax 38.9 65.1

6. Profit / (Loss) after tax (5721.8) (16691.8)

DIVIDEND

In the absence of profits during the current financial year, your Directors are unable to recommend any dividend for the year under review.

OPERATIONS

A review of operations of the major businesses of the Company for the financial year ended September 30, 2009 is detailed as under:

1. SUGAR DIVISION

The year 2008-09 witnessed country wide cane shortages and consequential decrease in sugar production. The cane crush of Mawana Sugars Limited was 2.30 Mn Tons in 2008-09 as compared to 3.34 Mn Tons last year.

The cane availability in the 2009-10 season will also be low. In view of the above, all out efforts were made to give a thrust on cane development with the main focus being on increasing cane intensity and maintaining cane crop health. There are no arrears of cane payment.

Because of lower production and consequentally lower stocks in the country, sugar prices rose sharply from Rs.1750/Qtl in September 2008 to Rs.2950/Qtl in September 2009.

All the three sugar plants performed satisfactorily during the year. The sugar losses reduced from 2.16% in 2007-08 to 2.06% in 2008-09.

The surplus power generated by the Cogen was exported to the State grid.

The distillery operations were streamlined and rectified spirit was sold to various customers. As the Oil Marketing Companies had entered into three year contract for ethanol supply before our distillery was commissioned we did not manufacture any ethanol this year.

2. CHLOR ALKALI DIVISION

The business performed well during the period October 08 - March 09. However during the period April 09 - September 09 the plant operated at low capacity due to reduced availability of power from Punjab State Electricity Board. The sales during this period were low due to less production and low prices of caustic soda because of surge of imports in to the country at abysmally low prices.

The products and their quality were well accepted in the market during the entire year.

Power contributes towards major portion of the input cost and was sourced from the Punjab State Electricity Board. Power availability during the second half of the year was severely affected. The scanty rain fall and drought like conditions in northern India resulted into diversion of major portion of the power to agriculture sector and thus less availability to the industries.

At present, PSEB is sole supplier and other options including power purchase through Energy exchange and own captive power plants are being explored.

JOINT VENTURE

CERATIZIT INDIA PVT. LTD. (Formerly Siel Tizit Limited). During the financial year ended February 2009, Ceratizit recorded a total sales income of 482.45 Mio INR as against 524.65 Mio INR last year, a decrease of 8%. The net profit of 31.77 Mio INR was made during the year as against 82.77 Mio INR last year, a decrease of 62%.

SUBSIDIARY COMPANIES

The Company has five subsidiaries, viz. Siel Financial Services Limited, Transiel India Limited, SFSL Investments Limited, Siel Edible Oils Limited and Siel Industrial Estate Limited.

A statement pursuant to Section 212 of the Companies Act, 1956, relating to the subsidiaries is attached to the Accounts.

In terms of the approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copy of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of the subsisting subsidiaries have not been attached with the Balance Sheet of the Company. These documents will be made available upon request by any member of the Company or of the subsidiaries interested in obtaining the same. The annual accounts of the subsidiary companies will also be available for inspection during business hours at the Registered Office of the Company. However, as directed by the Central Government, the financial data of the subsidiaries have been furnished under Details of Subsidiaries, forming part of the Annual Report. Further, pursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report includes financial information of its subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the accounting standard (AS-21) on consolidated financial statements read with accounting standard (AS-23) on accounting for investments in associate, the consolidated financial statements are attached, which form part of the Annual Report.

DIRECTORS

Mr. K.P. Singh and Mr. R.S. Bedi, Directors retire by rotation and being eligible, offer themselves for re-appointment.

Mr. D.C. Mittal, who is also retiring by rotation, has expressed his inability to be reappointed on the Board. The Board has resolved not to fill this vacancy thus caused.

The Board places on record its deep appreciation for the timely caution and invaluable guidance provided by Mr. D.C. Mittal from time to time.

AUDITORS

M/s. A.F. Ferguson & Co., Chartered Accountants, Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and are recommended for reappointment. The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

AUDITORS REPORT

The observations of Auditors in their report read with the relevant notes to accounts are self-explanatory and therefore do not require further explanation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

A statement containing the necessary information as required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto as Annexure I and forms an integral part of this report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, the particulars of employees are required to be furnished in statement to be annexed to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the report and accounts are being sent to all the Shareholders excluding the aforesaid Annexure.

The complete annual report including this statement shall be made available for inspection by any shareholder during working hours for a period of 21 days before the date of the Annual General Meeting. Any member interested in obtaining the copy of the statement may write to the Company Secretary at Registered Office of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your directors state:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the accounting policies selected and applied are consistent and the judgements and estimates made 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 loss of the company for that year;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

CORPORATE GOVERNANCE

A separate report on Corporate Governance is included/attached as part of the Annual Report and annexed hereto as Annexure II along with the Auditors Certificate on its compliance.

The Management Discussion and Analysis Report forms part of this report and is annexed hereto as Annexure III.

SHARE REGISTRY ACTIVITIES

In terms of SEBI Circular No. D&CC/FITTC/CIR-15/2002 dated 27 December 2002, your Company has transferred the work related to share registry to Mas Services Ltd., a registrar and share transfer agent registered with SEBI.

INFORMATION UNDER LISTING AGREEMENT WITH STOCK EXCHANGES

DEMATERIALISATION OF SHARES

The shares of the Company are traded in dematerialized form and are available for trading under the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Ltd. (CDSL).

As on September 30,2009, a total of 2,96,95,009 equity shares of the Company, which form 84.95% of the equity share capital, stand dematerialized.

ISSUE OF FURTHER CAPITAL

During the year under review, the Company had allotted 43,83,561 equity shares of Rs. 10/- each at a price of Rs.36.50 per share (including a premium of Rs.26.50 per share) to M/s Usha International Limited, Promoter of the Company on preferential basis in terms of the package sanctioned by the Corporate Debt Restructuring (CDR) mechanism of RBI and in accordance with the Securities and Exchange Board of India Guidelines for preferential issues.

LISTING OF SECURITIES OF COMPANY

The equity shares of your Company are listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited, Mumbai.

The equity shares of the Company have been delisted w.e.f. 12.1.2009 from the Calcutta Stock Exchange Association Limited, Kolkata.

The listing fee for the year 2009-2010 has been paid to the Bombay Stock Exchange Limited and National Stock Exchange of India Limited, Mumbai.

INFORMATION UNDER LISTING AGREEMENT FOR GDRs

If the United Kingdom resident holders in the Companys shares or depository receipts representing the Companys shares wish to know whether they are able to obtain any relief from United Kingdom Taxation to which they are entitled in respect of their holdings of such securities, they should consult their tax advisors.

ACKNOWLEDGEMENTS

The Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by Central Government, State Governments, Banks, Financial Institutions, Dealers, Vendors and Foreign Collaborators of the Company. The Directors also wish to place on record their appreciation for the all-round co-operation and contribution made by the employees at all levels.

For and on behalf of the Board of Directors

Place : New Delhi (SIDDHARTH SHRIRAM)

Dated: 18.01.2010 Chairman

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