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Directors Report of Rana Sugars Ltd.

Mar 31, 2016

To the Members,

The Directors have pleasure in submitting their 24th Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2016.

1. FINANCIAL RESULTS

The Company''s financial performance for the year under review along with previous year’s figures are given hereunder :

(Rs. In lacs)

Particulars

Current Year ended 31.03.2016

Previous Year ended 31.03.2015

Net Sales /Income from business operations

85,579.84

69,790.27

Other Income

98.14

840.81

Total Income

85,677.98

70,631.08

Less Interest

9,517.40

8,658.40

Profit before Depreciation

4,451.13

(5,504.18)

Less Depreciation & Amortization Exp.

2,781.52

2,652.77

Profit after depreciation and Interest

1,669.61

(8,156.95)

Less Current Income Tax

-

-

Less Previous year adjustment of Income Tax

-

-

Less Deferred Tax

(3.23)

(2,659.19)

Net Profit after Tax

1,672.84

(5,497.76)

Dividend (including Interim if any and final)

-

-

Net Profit after dividend and Tax

1,672.84

(5,497.76)

Earnings per share (Basic)

1.09

(3.58)

Earnings per Share (Diluted)

1.09

(3.58)

2. DIVIDEND

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

3. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors wish to present the details of Business operations done during the year under review:

a. Production and Profitability

The sugar production of the country during 2015-16 (upto 30th April, 2016) has gone to 246.03 lakhs tones as compared to 276.04 lakhs tones of the year 2014-15.

The Company has crushed 1,65,50,666 qtls. of sugarcane and 23,21,280 qtls. of sugar beets and has produced 17,58,135 qtls. of sugar during the year under review. The Company has also produced 8,55,380 qtls. of molasses and 20,29,28,400 units of electricity, 2,09,72,254 BL of spirit and 25,72,375 cases of liquor.

b. Sales

The turnover of the Company has gone to Rs. 85,677.98 Lacs as against Rs. 70,631.08 Lacs in the last year and the Company has earned net profit of Rs. 1672.84 lacs as compared to loss of Rs. 5,497.77 lacs during the last year.

c. Marketing and Market environment

Sugar industries is a seasonal industry. The production of sugar depends upon availability of sugarcane which is affected by weather of the particular place. The quality of soil deteriorates due to overuse of fertilizers and pesticides to increase sugarcane yield. The sugar sector in India goes through a phase of cyclicality, mainly on account of situations of high cane pricing which is under Govt. control. The Company has encouraged sowing of sugar beet in its area and has crushed 23,21,280 qtls. of sugar beet in addition to sugarcane.

d. Future Prospects including constraints affecting due to Government policies.

The sugar production of the country has gone to 246.03 lacs tons during current season. Due to improvement of market sentiments there are better lifting of sugar during current season. Government of India announced certain incentives for export of sugar upto 31st March, 2016, resulting into export of about 13.5 lacs tons of sugar by Sugar Mills. With the improvement of domestic market, it is expected that cane price payments to the cane growers will improve and cane arrear will come down substantially in future.

4. MATERIAL CHANGES AND COMMITMENTS

No material changes or commitments have occurred between the end of the financial year to which the financial statements relate and on the date of this report, affecting the financial position of the company.

5. DIRECTORS

There was no change in the Directorship of the Company during the year.

Rana Ranjit Singh and Rana Veer Pratap Singh, Directors are liable to retire by rotation and being eligible, offers themselves for re-appointment.

Particulars of Directors seeking appointment/re-appointment have been given in the Corporate Governance annexed to the Directors Report.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

In Accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, the Board hereby submit its responsibility Statement:

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 period;

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

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

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.

7. KEY MANAGERIAL PERSONNEL (KMP)

During the financial period ended 31.3.2016, 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.

Rana Inder Pratap Singh

Managing Director

2.

Mr. Manmohan K Raina

Company Secretary

3.

Mr. Manoj Gupta

Chief Financial Officer

8. MEETINGS OFTHE BOARD

During the financial year ended 31.3.2016, eight Board Meetings were held. 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.

9. 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.

10. 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. 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.

11. STATUTORY AUDITORS ANDTHEIR REPORT

M/s. Kansal Singla & Associates, Chartered Accountants, Chandigarh were appointed as Statutory Auditors from the conclusion of the last Annual General Meeting to this Annual General Meeting of the Company. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

12. COST AUDITORS

M/s Khushwinder Kumar & Co., Cost Accountants (Firm Registration No 100123) were re-appointed as Cost Auditors of the Company for conducting the audit of the cost records maintained by the Company for the financial year 2016-17 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.

13. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s. A. Arora & Co., a firm of Company Secretaries (C.P.No.993) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in prescribed format MR-3 given by aforesaid Secretarial Auditors is annexed to this Board Report as Annexure ''F'' and forms an integral part.

The Secretarial Auditor has neither qualified the Secretarial Audit Report nor given any adverse remark for which explanation may be required to be given in the Directors'' Report.

14. FIXED DEPOSITS

The Company does not have any deposits and has neither accepted any deposits during the financial period ended 31st March, 2016.

15. RISK MANAGEMENT

Risks are an integral part of any business and the risk profile, to a great extent, depends on the climatic conditions, economic and business conditions and the markets and customers we serve.

The Company has adopted a ''Risk Management Policy'' which is reviewed on a periodic basis in order to recognize and reduce exposure to risks wherever possible. The Company''s risk management policies are based on the philosophy of achieving substantial growth while mitigating and managing risks involved.

Few of the risks associated with our businesses are enumerated below:

- Fluctuations in demand and price for finished products viz. sugar, molasses etc.

- Fluctuations in the price and availability of key raw materials, including sugarcane, raw sugar and sugar beet.

- Increase in interest rates.

- Changes in government policies affecting the sugar industry in India.

- Accidents, natural disasters or outbreaks of disease in sugarcane.

16. AUDIT COMMITTEE

The Audit Committee comprises of three Directors, all directors are independent Director. 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.

17. 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.ranasugars.com

18. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OFTHEIR DUTIES

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Report on Corporate Governance.

19. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

20. CONSERVATION OF ENERGY,TECHNOLOGYABSORPTION, 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 - A and forms part of this Report.

21. PARTICULARS OF EMPLOYEES

During the financial period ended 31.3.2016, there is no employee in the Company who is receiving remuneration more than Rs. 5 lacs per month or Rs. 60 lacs per annum.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan or investments made under Section 186 of the Companies Act, 2013 during the year. However, the Company has given guarantee to the Banks for crop loans to the cane growers of the area of Rs. 6159.98 lacs against Rs. 5858.34 lacs of the last year.

23. RELATED PARTYTRANSACTIONS

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

24. 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.

25. 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 - E to this Report.

26. 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- B.

27. SHARE CAPITAL

During the financial period ended 31.3.2016, 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.

28. 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

Rana Inder Pratap Singh Rana Veer Pratap Singh

Place : Chandigarh Managing Director Director

Dated : 12.08.2016 DIN: 00075107 DIN: 00076808


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS :

(Rs. in lacs) Current Previous year ended year ended 31.03.2014 31.03.2013

Profit before interest, 8,347.25 11,147.49 depreciation & tax

Less: Financial Costs 7,965.20 7250.71 Depreciation 3,316.42 3292.12

Profit/(Loss) before Tax & (2,934.37) 604.66 Exceptional Items

Exceptional Items 15.09 45.85

Profit/(Loss) before Tax & Extra (2,949.47) 558.81 ordinary Items

Extra ordinary Items - 14.37

Provision for Tax

Current Tax 4.02 3.62

Deferred Tax (559.48) -

Net Profit/(Loss) after Tax (2,394.01) 540.81

OPERATIONS:

Cane Crushed (Qtls) 1,69,45,624 1,62,08,098

Sugar Beet (Qtls) 5,69,155 -

PRODUCTION :

Sugar (Qtls) 14,99,165 13,95,343

Molasses (Qtls) 8,37,546 8,94,586

Electricity (Units) 23,06,04,366 25,53,56,063

Spirit & others (BL) 1,89,53,456 1,63,87,778

Liquor (Cases) 11,27,813 13,47,755

2. DIVIDEND:

Due to losses, your Directors propose not to recommend any dividend for the year under review.

3. DIRECTORS:

The Company had pursuant to the provisions of clause 49 of the Listing agreement and Companies Act, 2013 appointed Shri A. S. Sodhi, Shri S. A. S. Bajwa and Shri Baljit Singh as Independent Directors of the Company.

In accordance with the provisions of section 149 of the Act, these directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

Persuant to clause 49 of the Listing Agreement, details of all directors being appointed as Independent Directors is being provided in separate annexure.

4. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 and section 134 (3) (C) of Companies Act, 2013 (to the extent notified) with respect to Directors'' Responsibilities Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

5. FIXED DEPOSITS:

The Company has not accepted any deposits under Section 58-A of the Companies Act, 1956 and section 73 of Companies Act 2013 (to the extent notified) during the year under review.

6. AUDITORS:

M/s. Kansal Singla & Associates, Chartered Accountants, Chandigarh, Statutory Auditors of the Company, retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

7. COST AUDITORS:

The Board of Directors has appointed M/s. Khushwinder Kumar & Co., Cost Accountants as the Cost Auditors of the Company for the year 2014-2015 under 233 B of the Companies Act, 1956 and Section 148 of the Companies Act, 2013 (to the extent notified).

8. PARTICULARS OF EMPLOYEES:

None of the employees is covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 217 (1)(e) of the Companies Act, 1956 and section 134 (3) (m) of Companies Act, 2013 (to the extent notified) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is enclosed as Annexure ''A'' and forms part of the Report.

10. CORPORATE GOVERNANCE:

As required under Listing Agreement with Stock Exchanges, a report on the Corporate Governance alongwith Auditors'' Certificate on compliance of conditions of Corporate Governance are enclosed as Annexure ''B'' & ''C'' and report of Management Discussion and Analysis is attached as annexure ''D'' and the reports form the part of the Directors'' Report.

11. INFORMATION PURSUANT TO LISTING AGREEMENT WITH THE STOCK EXCHANGES:

The names and addresses of the Stock Exchanges where the Company''s securities are listed, are

1. BSE Limited,

Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street, MUMBAI - 400 001.

2. National Stock Exchange of India Limited,

"Exchange Plaza", Bandra-Kurla Complex, Bandra (E), MUMBAI - 400 051.

The listing fee for 2014-2015 to all the above Stock Exchanges have been paid and there being neither delisting nor suspension of shares from trading during the period under review.

12. ACKNOWLEDGEMENT :

Your Directors wish to place on record their appreciation for the continued support and co- operation to the Company by various departments of Central/State Government, cane cultivators, customers, suppliers, dealers, agents, banks, financial institutions, investors and shareholders.

The Directors also place on record their appreciation for the dedicated and sincere services rendered by the employees at all levels.



For & on behalf of the Board

(RANA INDER PRATAP SINGH) MANAGING DIRECTOR

RANA KARAN PRATAP SINGH) DIRECTOR

Place : Chandigarh Dated : 30th May, 2014


Mar 31, 2013

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS :

(Rs. in lacs)

Current Previous year ended year ended 31.03.2013 31.03.2012

Profit before interest, depreciation & tax 11,147.49 8987.09

Less: Financial Costs 7250.71 7798.37

Depreciation 3292.12 3222.17

Profit/(Loss) before Tax & Exceptional Items 604.66 (2033.45)

Exceptional Items 45.85 (8.76)

Profit/(Loss) before Tax & Extra ordinary Items 558.81 (2042.21)

Extra ordinary Items 14.37 --

Provision for Tax

Current Tax 3.62 2.27

Net Profit/(Loss) after Tax 540.81 (2044.48)

OPERATIONS:

Cane Crushed (Qtls) 1,62,08,098 1,63,48,491

PRODUCTION :

Sugar (Qtls) 13,95,343 14,10,452

Molasses (Qtls) 8,94,586 8,19,680

Electricity (Units) 25,53,56,063 18,72,71,859

Spirit & others (BL) 1,63,87,778 1,79,82,741

Liquor (Cases) 13,47,755 21,99,245



The Company has earned a net profit of Rs.540.81 lacs during the financial year ended 31st March, 2013 as compared to loss of Rs.2044.48 lacs during the previous year. Higher sale price realization of Sugar & Power and better capacity utilization have resulted into earning of profit during this year.

2. DIVIDEND:

Due to inadequate profits, your Directors propose not to recommend any dividend for the year under review.

3. DIRECTORS:

There was no change in the Directorship of the Company during the year.

Shri A. S. Sodhi, Shri Baljit Singh and Rana Karan Pratap Singh, Directors retire by rotation and being eligible offer themselves for re- appointment.

4. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibilities Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care 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 directors had prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

5. FIXED DEPOSITS:

The Company has not accepted any deposits under Section 58-A of the Companies Act, 1956 during the year under review.

6. AUDITORS:

M/s. Kansal Singla & Associates, Chartered Accountants, Chandigarh, Statutory Auditors of the Company, retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

7. COST AUDITORS:

The Board of Directors has appointed M/s. Khushwinder Kumar & Co., Cost Accountants as the Cost Auditors of the Company for the year 2013-2014 under Section 233 B of the Companies Act, 1956.

8. PARTICULARS OF EMPLOYEES:

None of the employees is covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

9. CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is enclosed as Annexure ''A'' and forms part of the Report.

10. CORPORATE GOVERNANCE:

As required under Listing Agreement with Stock Exchanges, a report on the Corporate Governance alongwith Auditors'' Certificate on compliance of conditions of Corporate Governance are enclosed as Annexure ''B'' & ''C'' and report of Management Discussion and Analysis is attached as annexure ''D'' and the reports form the part of the Directors'' Report.

11. INFORMATION PURSUANT TO LISTING AGREEMENT WITH THE STOCK EXCHANGES:

The names and addresses of the Stock Exchanges where the Company''s securities are listed, are :- 1. BSE Limited, Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street, MUMBAI - 400 001. 2. National Stock Exchange of India Limited, "Exchange Plaza", Bandra-Kurla Complex, Bandra (E), MUMBAI - 400 051. The listing fee for 2013-2014 to all the above Stock Exchanges have been paid and there being neither delisting nor suspension of shares from trading during the period under review.

12. ACKNOWLEDGEMENT :

The Board of Directors of your Company convey its appreciation to the cane cultivators, customers, suppliers, dealers, agents, banks, financial institutions, the government agencies and departments, for their continued support and co-operation. Your Directors wish to thanks for their understanding and support to the Management.

The Directors also place on record their appreciation for the dedicated and sincere services rendered by the employees at all levels.



For & on behalf of the Board



RANA RANJIT SINGH

CHAIRMAN

Place : Chandigarh

Dated : 30th May, 2013


Mar 31, 2010

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

1. FINANCIAL RESULTS :

(Rs. in lacs) Current Previous year ended year ended 31.03.2010 30.09.2008 (18 Months) (12 Months) Profit before interest, 15781.47 1033.90 depreciation & tax Less: Financial Expenses 9010.55 4444.97 Depreciation 4350.56 2327.75 Misc. expenses 219.57 32.09 written off Profit/( Loss) before Tax & Prior Period expenses 2200.79 (5770.91) Prior Period income/(expenses) (16.68) (468.20) ProfitALoss) before Tax 2184.11 (6239.11) Provision for Tax : Current Tax 15.50 - Deferred Tax 216.71 1012.56 Fringe Benefit Tax, 25.00 (48.33) Wealth Tax & Earlier Year Provision for Tax Add: Earlier Year Provision 25.05 (20.48) for Tax W/Back Extra ordinary Income 546.65 1010.00 Net ProfitALoss) after Tax 2498.60 (4285.36) OPERATIONS: Cane Crushed (Qtls) 1,61,44.429 1,07,31,220 Production (Qtls) Sugar (Qtls) 18,58,143 9,32,647 Molasses (Qtls) 8,11,814 4,80,651 Electricity (Units) 23,35,36,933 12,10,47,389 Rectified Spirit (BL) 60,42,971 70,76,346 Extra Neutral Alcohol (BL) 1,52,29,245 88,15,180 Denatured Spirit (BL) 12,95,671 12,55,396 Punjab Medium Liquor (Cases) 30,54,745 14,50,494 Indian Made Foreign Liquor (Cases) 1,51,331 1,38,398

The Company has earned a Net Profit of Rs.2498.60 lacs during the financial year ended 31st March, 2010 as compared to loss of Rs.4285.36 lacs during the previous year ended 30th September, 2008. The main reasons for the earning the profit this year, are high sugar prices and sale of power through out the year. Further, the Company has also done processing of raw-

sugar which it imported from other countries resulting into running the sugar plants through out the year which also earned good profit during the year. UNFCCC has approved approx. 1.50 lacs Certified Emission Reductions (CERs) to the Company. The approximate trading value of these CERs is Rs. 11.50 crores.

2. DIVIDEND

Your Company is passing through a period of transition and consolidation. As such, your Directors propose not to recommend any dividend for the year under review.

3. DIRECTORS

Shri S. K. Duggal resigned from the directorship of the Company during the year.

Shri Balour Singh has been nominated as Director by Punjab Energy Development Agency during the year.

The Board places on record the appreciation of useful contribution made by Shri S. K. Duggal during his tenure.

Shri S. A. S. Bajwa, Shri M. P. Singh and Rana Karan Pratap Singh, Directors retire by rotation and being eligible offer themselves for re- appointment.

4. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibilities Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care 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 directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

5. FIXED DEPOSITS

The Company has not accepted any deposits under Section 58-A of the Companies Act, 1956 during the year under review.

6. AUDITORS

M/s. Kansal Singla & Associates, Chartered Accountants, Chandigarh, Statutory Auditors of the Company, retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

The explanations/information in respect of the observations of the Auditors in their report are given in Annexure E read with the relevant Audit observations are self explanatory.

7. COST AUDITORS

The Board of Directors has appointed M/s. Khushwinder Kumar & Co., Cost Accountants as the Cost Auditors of the Company for the year 2010-2011 under Section 233 B of the Companies Act, 1956, which has been approved by the Govt. of India.

8. PARTICULARS OF EMPLOYEES

None of the employees is covered under the provisions of Section 21 7(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is enclosed as Annexure " A and forms part of the Report.

10. CORPORATE GOVERNANCE

As required under Listing Agreement with Stock Exchanges, a report on the Corporate

Governance alongwith Auditors Certificate on compliance of conditions of Corporate Governance are enclosed as Annexure B & " C and report of Management Discussion and Analysis is attached as annexure " D1 and the reports form the part of the Directors Report.

11. INFORMATION PURSUANT TO LISTING AGREEMENT WITH THE STOCK EXCHANGES

The names and addresses of the Stock Exchanges where the Companys securities are listed, are:

1. Bombay Stock Exchange Limited, Floor 25, Phiroze Jeejeebhoy Towers, Dalai Street, MUMBAI - 400 001.

2. National Stock Exchange of India Limited, "Exchange Plaza",

Bandra-Kurla Complex, Bandra (E), MUMBAI - 400 051.

3. Luxembourg Stock Exchange

(Societe de la Bourse de Luxembourg S A)

B.P.165

L-2011, Luxembourg

The listing fee for 2010-2011 to all the above Stock Exchanges have been paid in time and there being neither delisting nor suspension of shares from trading during the period under review.

12. ACKNOWLEDGEMENT

The Board of Directors of your Company expresses its gratitude for the continued co-operation and support extended by financial institutions, banks, the government agencies and departments, the customers and suppliers, dealers, agents and shareholders which has been source of strength of the Company.

The Directors also place on record their appreciation for the dedicated and sincere services rendered by the employees at all levels.

For & on behalf of the Board RANA RANJIT SINGH CHAIRMAN Place : Chandigarh Dated : 5th June, 2010

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