Home  »  Company  »  Mawana Sugars Ltd.  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Mawana Sugars Ltd.

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

 
Subscribe now to get personal finance updates in your inbox!