Directors Report of Sir Shadilal Enterprises Ltd.

Mar 31, 2016

DIRECTORS’ REPORT

DEAR SHAREHOLDERS,

The Directors hereby present the 82nd Annual Report and the audited accounts of the Company for the year ended 31st March, 2016.

FINANCIAL RESULTS:

Our Directors wish to inform that after a long period, the Company has been able to achieve nominal profit during the year. The financial results for the year under review are as follows:

For the Year ended		For the Year ended
Total Revenue	March 31, 2016 (Rs. in Lacs) 27774.19	March 31, 2015* (Rs. in Lacs) 40251.97#
Profit before providing For Exceptional Item and Depreciation	( ) 166.41	(-)6327.61
Add/Less : Exceptional item	192.21	1483.88
Cash Profit	( ) 358.62	(-)4843.72
Less/Add : provision for depreciation	157.41	327.62
Less: Adjustment of Depreciation Relating to prior year on account of reversing excess depreciation already charged on the assets to comply with the requirement of Schedule II of the Companies Act, 2013. -		153.11
Net Profit( )/Loss (-) before Tax	( ) 201.21	(-) 5018.23
Less refund of Income tax	-	28.59
Less: provision for deferred Tax Assets		1895.56
Net Profit ( )/Loss (-): after Tax transferred to general Reserve	( ) 201.21	(-) 3094.08
Basic earnings per share of Rs.10/- each	3.833	(58.935)
Diluted earnings per share of Rs.10/- each	3.833	(58.935)
Transferred to Reserves: Profit for the year transferred to General reserve	Rs.201.21 Lacs

* Inclusive of financial figures of Unn Sugar unit for the period from 01.04.2014 to 30.09.2014.

# Turnover of Unn Sugar unit for the period from 01.04.2014 to 30.09.2014. Rs. 10191.90 Lacs

DIVIDEND

In view of the previous carry forward losses, negative net worth and liquidity position, the company’s financial conditions do not permit for payment of any dividend for the year ended 31st March, 2016.

REFERENCE TO BIFR

The Company over the last few years has been incurring losses due to which its net worth has been completely eroded. At the close of F.Y ended 31st March, 2014 the company has become sick industrial company under the provisions of Sick Industrial Companies (Special Provisions) Act 1985. This fact was reported to BIFR. Consequently the company has been registered with BIFR on 3rd February, 2016 as case No.23/2016.

FINANCE

The Bankers have a view that in the absence of reasonable cane price formula which has made sugar production unviable in U.P. was mainly due to industry’s inability to pay their debts. During the year 2014-15 SBI had approved renewal cum reduction proposal to reduce the working capital limit from Rs.104 Crores to Rs.70 Crores which was to be converted into WCTL. Due to security related issues, the conversion of CC limit of Rs.70 Crores into WCTL could not be completed by 31.03.2016, therefore the amount of Rs.60.35 Crores standing in the company’s account is shown under the CC limit. The PNB has already renewed the limit of Rs.20 Crores for the year 2015-16. The District Coop. Bank, Ghaziabad have extended their CC limit of Rs.30 Crores for the season 2015-16. In this way the company got Rs.110.67 Crores as against the total requirement of Rs.160 Crores. The bankers fear about the increase in Non Performing Assets (NPA) after the Supreme Court order in October, 2014 up-holding the high Court decisions that farmers have the first right over the realization from sugar and not the bankers. After the Supreme Court verdict the bankers are virtually forced not to recon sugar as security and are asking promoters and directors of the sugar mills to give their personal guarantee or other collateral securities. Besides due to provision of NPA accounts in the bankers balance sheet, their losses are increasing and bankers are not increasing their exposures in the sugar industry.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments affecting financial position between end of the Financial year and date of report. However, with a view to improve the financial position, the Company has entered into an MOU/Agreement with M/s. VRD Power Projects Ltd., for installation of a Power Project in the premises of Company’s sugar unit at Shamli after approval of Board and shareholders by Postal Ballot.

STATE OF THE COMPANY’S AFFAIRS

During the year under review, both the segments of your Company i.e. sugar and alcohol have shown profit after a long period.

The Sugar Industry in U.P. which has suffered heavy losses during the last five years due to combination of extraneous factors such as high sugarcane price and un-remunerative sugar price have now shown improvement due to improvement in the recovery percentage of sugar from the cane and increase in the sugar sale price realization during the season 2015-16. The all India sugar production in season

2015-16 is also expected to be around 252 Lac tonnes as against 283 Lac tonnes in the previous sugar season. The consumption of sugar in 2015-16 is expected at 256 Lac tonnes and export of 15 Lac tonnes the expected sugar stock at the close of September, 2016 is around 72 Lacs tonnes. The excess stock of sugar has come down which has also effect on the price of the sugar. The Ethanol price in distillery segment has also been increased which has positive effect on the overall results of the company.

REVIEW OF OPERATIONS

The manufacturing results of the sugar unit Upper Doab Sugar Mills for the crushing season 2015-16 as compared to the last crushing season are as under:

	2015-16	2014-15
Gross working days	162	178
Cane crushed (Qtls)	8096851	9182539
Average Cane Crush per
Crop Day (Qtls.)	49981	51587
Manufacturing losses (%)	1.90	1.89
Steam Consumption Cane (%)	54.74	53.55
Average sugar recovery (%)	10.11	9.34
Downtime (%)	4.10	7.21
Total Sugar production (Qtls.)	818886	857602

The recovery % Cane during the season 2015-16 is higher as compared to sugar season 2014-15 by 0.77% mainly due to increase in the early variety of cane and discourage of rejected variety cane as compared to last season and other Cane Development activities.

CANE DEVELOPMENT

Due to vigorous efforts made by the Management and action plan made for sugarcane development, area under cultivation of high sugar varieties of cane has increased from 19% to 45% in unit Upper Doab Sugar Mills. Further due to increased area under improved variety, ensuring cane crop free from insects, pests, diseases and optimum uses of fertilizers in the season 2015-16. Pol% cane has increased by 0.78% i.e. from 11.23% to 12.01% this year. We are further making efforts to increase the area under high sugar variety cane from 45% to 75% as well as replacement of rejected varieties in the next season 2016-17. With this varietal balance cane cut to crush would be improved and supply of cane would be increased from 76.31% to 78.99% at Gate. Extraneous materials such as trashes, green tops, diseased cane, mud with cane supplies were closely monitored and extraneous material % is lower by 1.80%. By these efforts the Pol% cane would further increase to 12.70% in the coming season 2016-17.

DISTILLERY UNIT

The production in the unit Shamli Distillery & Chemical Works is 5304161 AL as compared to 6060484 AL during the F.Y.2014-15. The fall in the production is mainly due to closure of distillery unit for three months from July, 2015 to September, 2015 due to rainy season and pollution and due to off-take problem of spirits. The Board have approved the expansion in the capacity of Distillery Unit from 25 KL per day to 45 KL per day which will help to improve the financial position of the Company.

Further analysis of operating performance for sugar and distillery segments are covered under “Management Discussion and Analysis” which form part of this Report.

DIRECTORS

With profound grief the board places on record the sad demise of Sh.R.L.Srivastava, Director who passed away on 23.9.2015. His association with the company in the capacity of Director and Chairman of the Audit Committee since 1998 was valuable contribution to the growth of the Company.

The term of appointment of Sh. Onke Aggarwal as Chairman of the Board of Directors was expiring on 10.3.2016. The board of directors of the company in their meeting held on 5 th February, 2016 have re-appointed Sh.Onke Aggarwal as Chairman of Board of Directors of the Company for a period of one year from 11th March 2016.

In accordance with the provisions of Companies Act, 2013 (the Act) and the Company’s Article of Association Sh.Vivek Viswanathan and Smt.Radhika Viswanathan Hoon who retire by rotation under section 152 of the Act, and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

The required information pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015 and SS-2 providing their experiences, qualifications, name of the companies in which the above directors hold directorship and membership of the committee of the board are detailed in the notice convening the annual general meeting against the relevant items of the agenda which forms part of this annual report.

Necessary resolutions for appointment/re-appointment of aforesaid directors have been included in the notice convening the ensuing Annual General Meeting.

None of the directors of the company is disqualified from being appointed as director as specified in terms of section 164(1) and (2) of the Companies Act, 2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The guidelines for selection of director are set out below:

The Board’s Nomination and Remuneration Committee oversees the Company’s nomination process for directors. The Committee identifies and review individual qualified candidate to serve as a director on the board. The Committee may act on its own identifying the potential candidate. The Committee review and discuss pertaining to the candidate and conduct evaluation of candidates in accordance with the process that it seems fit and appropriate. Discuss with the promoters, and send its recommendation for nomination to the board based on the following guidelines.

ATTRIBUTES

1. For Independent Directors the Committee seeks candidate who is not a nominee or related to promoter of the company. Such candidates shall posses integrity, leadership, skill, managerial qualities, foresight abilities and competency required to direct and oversee the Company’s management in the best interest of stake holders i.e. shareholders, consumers, employees and the community it serves.

2. The candidate must be willing to regularly attend the meeting of the board and develop a strong understanding of the Company, its business and its need. He must contribute his/ her time and knowledge in the Company and be prepared to exercise his/her duties with skill and care. Candidates should have understanding of governance concept and legal duties of a director.

3. The Candidate should preferably have sufficient experience on the board of a listed company.

4. For appointment of Executive Directors the Committee also seeks opinion of promoters.

KEY MANAGERIAL PERSONNEL

The Board of Directors have appointed following Key Managerial Personnel as provided under section 203 of the Companies Act, 2013.

1. Sh. Rajat Lal, Managing Director

2. Sh. Vivek Viswanathan, Jt. Managing Director

3. Sh. P.K.Goyal, Chief Financial Officer

4. Sh. Akhilesh Kr. Singh, Company Secretary

INDEPENDENT DIRECTORS MEETING

A separate meeting of the independent directors (Annual Independent Directors Meeting) was convened which reviewed the performance of Board as a whole and the non independent directors on the basis of Nomination and Remuneration Committee Report. The collective feed back of each independent director was discussed with the board covering performance of the board as a whole and performance of non independent directors.

PERFORMANCE EVALUATION OF CHAIRMAN, DIRECTORS, BOARD AND COMMITTEES

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the performance evaluation of Non Independent Directors, Board and Committee was undertaken by the Nomination and Remuneration Committee for the year under review. The report of non independent directors as done by the Nomination and Remuneration Committee is reviewed by Independent Directors.

The performance Evaluation of Chairman and Independent Directors is done by the board and the report of nomination and remuneration committee for non independent director as reviewed by the independent director is placed before the board of directors. The criteria for Performance and evaluation is mentioned in the Corporate Governance in Annexure 5 of this Report.

The Evaluation frame work for assessing the performance of Directors, Board and Committee is done on the following parameters:

A. Board Evaluation

1. Attendance and active participation.

2. Knowledge of working of industry, experience in related issues.

3. Leadership and initiative.

4. Independent judgments on the board discussions utilizing his knowledge and experience especially on issues related strategy, operational performance and risk management.

5. Commitment to role and fiduciary responsibility as a board member.

6. Understanding the nature in director’s role, demonstrate awareness and concern about norms related to corporate governance, disclosure and legal compliance.

7. Contribute new ideas/advise to management on business issues based on the management.

B. Committee Performance

1. The Committee is delivering on the defined objectives.

2. The Committee has the right composition to deliver its objective.

REMUNERATION POLICY

The Board on the recommendations of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report Annexure 5 of this report.

MEETINGS

The Calendar of the meeting is prepared and circulated in advance to the directors.

During the Financial Year 2015-16 Five Board Meetings were held on 29.05.2015, 25.07.2015, 28.09.2015, 30.10.2015 and 05.02.2016. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of sub-section 134(5) of the Act with respect to Directors’ Responsibility Statement, the Directors confirm that:

i) in the preparation of the Annual Accounts for the year ended March 31, 2016 the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same, except change in the method of calculation of cost price for valuation of closing stock of sugar.

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit of the Company for the financial year ended on that date, except change in policy of valuation of bagasse at the close of financial year.

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

iv) they have prepared the Annual Accounts of the Company on a “going concern” basis.

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

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

RELATED PARTIES TRANSACTIONS

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel and other designated persons which may have potential conflict with the interest of the Company at large. All related party transactions are placed before the Audit Committee and also Board for approval. The form for disclosure of particulars of Contract /arrangements entered into by the Company with related parties referred to sub section(1) of Section 188 of the Companies Act, 2013 in form AOC -2 is given below:

FORM NO. AOC -2 (Pursuant to clause (b) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm length basis.

SL. No.	Particulars	Details
a)	Names(s) of the related party & nature of relationship	NA
b)	Nature of contracts /arrangements/transaction	NA
c)	Duration of the contracts/arrangements/ transactions	NA
d)	Salient terms of the contracts or arrangements or transaction including the value, if any	NA
e)	Justification for entering into such contracts or arrangements or transactions	NA
f)	Date of approval by the Board	NA
g)	Amount paid as advances, if any	NA
h)	Date on which the special resolution was passed in General meeting as required under first proviso to section 188	NA

2. Details of material contracts or arrangements or transactions at

arm length basis.

SL. No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship	Vivek Vishwanathan - Jt. MD
b)	Nature of contracts/arrangements/ transaction	Tenancy agreement
c)	Duration of the contracts/ arrangements/transaction	3 Years
d)	Salient terms of the contracts or arrangements or transaction including the value, if any	Area - 1333 Sq feet Rent Per month Rs.150 per Sq.feet Notice- 3 months from either side.
e)	Date of approval by the Board	27.04.2013 / 28.05.2016
f)	Amount paid as advances, if any	NIL

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS

The Company has not made any loans or investment or given any guarantee during the year under review.

SUBSIDIARY COMPANIES

The company does not have any subsidiary, joint venture or associate Company.

CODE OF CONDUCT

Code of Conduct for the Directors as well as for the members of the Senior Management of the company was adopted in the Board Meeting held on 4th April, 2005 which was subsequently amended from time to time. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct states that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views and be upright in his conduct and observe corporate discipline. The said Code of Conduct has been circulated to all the Directors and members of Senior Management and the compliance of the same has been affirmed by them in respect of the Financial Year 2015-16. A copy of Code of Conduct has been put up on the Company’s Website-www.sirshadilal.com. A declaration regarding compliance of Code of Conduct is given by the Managing Director under the head Code of Conduct that Board Members and Senior Management team have complied with the same, under Corporate Governance and forms part of this report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy/Vigil Mechanism to deal with instance of fraud and mismanagement, if any.

A Vigilance Committee has been constituted which looks into the complaints raised. The Committee reports to the audit committee and the board.

The details are given in Corporate Governance.

PREVENTION OF INSIDER TRADING

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

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

AUDITORS

In terms of section 139 of the Companies Act, 2013 and rules made thereunder, M/s. Basant Ram & Sons, Chartered Accountants(firm Registration No. 000569N) were appointed as Auditors of the Company from the closure of 80th Annual General Meeting of the Company held on 22nd September, 2014 for a period of three years up to 83rd Annual General Meeting of the company to be held in the year 2017. The appointment of Auditors is subject to ratification on every Annual General Meeting of the Company. M/s. Basant Ram & Sons, Chartered Accountants, New Delhi are eligible for ratification of their appointment in this Annual General Meetings. They have furnished certificate to the effect that ratification of their appointment will be within the limits specified under section 159 of the Act.

COMMENTS ON AUDITOR’S OBSERVATIONS

(i) Reply to paragraph No.1 of “Emphasis of Matters” in Auditor’s Report.

The Auditors have referred to note No.3.8 regarding other operating revenue includes reimbursement of society commission of Rs.1,60,30,339/- relating to Unn Sugar Complex, a former unit ofthe Company for the season 2012-13.

Note No. 3.8 is self-explanatory and does not require any further explanation.

2. Reply to Paragraph No.2 of “Emphasis of Matters” in Auditor’s Report regarding potential sickness of the company.

The Auditors have referred to note No.3.9 regarding potential sickness of the Company and reference to the BIFR under section 15(1) of the Sick Industrial Companies (Special Provisions)Act, 1985. The note itself is self explanatory and on the basis of revised Form “A” showing financial position of the Company as on 31st March, 2015, the Company has been registered under BIFR on 3rd February, 2016 as case No.23/2016.

3. Reply to paragraph No.3 of “Emphasis of Matters” in Auditor’s Report regarding non maintenance of accounts on accrual basis.

(i) The Company has not provided towards interest liability of late payment of cane price for the current year Rs.153314560/- and also reversed Rs.19220618/-provided during last year in this account. Based on the representation made by UP Sugar Mills Association for waiver of this liability the association is expecting positive results as the State Govt. has already waived this interest in earlier years.

(ii) As stated in Note No.3.7 of the financial statement in respect of bonus liability, due to amendment in Payment of Bonus (Amendment) Act 2015, in terms of which the ceiling of payment of bonus has been revised w.e.f.1st April 2014. Certain High Courts have stayed implementation of revision of bonus Act from retrospective effect. Indian Sugar Mills Association have also filed Writ against implementation of the order regard to retrospective effect from 1stApril, 2014. The matter is subjudice.

4. Reply to point No.1 under the head basis for qualified opinion of the Auditors Report

(i) As stated in No. 3.1 of financial statement The Company have taken legal opinion from its lawyers regarding recovery of Rs. 150.38 Lacs from M/s. Sainov Spirits Pvt. Ltd. against the sale of unit Pilkhani Distillery & Chemical Works as a going concern. As per opinion of the Solicitor there is no legal basis to construe Company’s entitlement to the said amount of Rs.150.38 Lacs as irrevocable and if the company treat it doubtful of recovery at any stage and make any treatment in the books of accounts, it may affect adversely the legal proceedings of recovery of debt. Therefore in view of the above opinion, the Company has not made any provision for bad and doubtful debts in the books.

(ii) Reply to point No. 2 of basis of qualified opinion as stated in Note No.3.3 of the aforesaid financial statements, the Company has adopted the policy of stock of sugar at “lower of cost and net realizable value”. During the year cost price of sugar is lower than prevailing market price at the close of the year, therefore stock of sugar has been valued at cost price. But while arriving the cost of production of sugar the company has loaded interest paid/accrued on CC account as part of the cost of production of sugar. This change in method has resulted in higher valuation of stock of sugar.

(iii) Reply to point No. 3, 4 & 5 of basis of qualified opinion The note itself is self explanatory

5. As stated in para (viii) of Annexure to Independent Reports as regards the unpaid balance of SBI Rs. 60.35 crores to the SBI. The bank has approved renewal cum reduction proposal of Company on 17.04.2014to reduce the working capital from Rs.104 Crore to Rs.70 Crore which was subsequently to be converted into WCTL of Rs.70 Crore. Due to security related issues the conversion of CC limit to WCTL could not be completed up to 31.03.2016 and the amount of Rs. 603545634/- could not be converted into WCTL up to 31.03.2016.

COST AUDITORS

The shareholders of the Company approved appointment of Sh.Rishi Mohan Bansal, Cost Auditor for conducting the Cost Audit for Sugar and Industrial Alcohol business for the F.Y. 2015-16.

The Cost Audit Report for the last audited accounts for the Financial Year ended 31.03.2015 was filed by the Cost Auditor with respect to Sugar and Industrial Alcohol business on 24.09.2015 which is within the due date. There is no adverse or negative remark in the Cost Audit Reports.

SECRETARIAL AUDIT REPORT

The Board of Directors of the Company appointed M/s.Sunil K. Jain and Associates, Company Secretaries (FCS4089; C.P.No.4079), to conduct the secretarial audit for the financial year ended 31st March, 2016.

The Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed as “Annexure -I to the Directors’ Report.

COMMENTS ON SECRETARIAL AUDITORS’ OBSERVATIONS

1. Some of the provisions could not be complied which are of procedural nature. However the SS-1 & SS-2 are being fully implemented during the current year.

2. The uniform listing Agreement as required under Regulation 109 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been completely executed in June, 2016.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in form MGT -9 is annexed with “Annexure-2”

DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As required under Section 197(12) read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the details of the ratio of the remuneration of each director to the median employee’s remuneration and such other details as prescribed therein are given in “Annexure-3”, which is attached hereto and forms part of the Directors’ Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to section 197(12) read with Rule 5 of the Companies (Appointment and remuneration of managerial personnel) rules, 2014 in respect of the employees of the company are given in “Annexure -3” and forms part of this report.

DETAIL OF SHARES WITH DIFFERENTIAL VOTING RIGHT, SWEAT EQUITY SHARE AND ESOP SCHEME

The Company has not issued shares with differential voting right and sweat equity shares. There is no scheme of ESOP Scheme during the financial year.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in future.

RISK MANAGEMENT

Pursuant to section 134(3)(n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference and risk associated and their mitigation are set out in the corporate governance report forming part of the Board’s report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale and complexity of its operations to maintain its objectivity and independence, the Internal Audit Department reports to the Audit Committee of the Board. The details of the Internal Control System and their adequacy are given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

Due to continuous losses to the Company in the last five years the provisions of Corporate Social Responsibility Policy under section 135 ofthe Companies Act, 2013 are not applicable to our Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts), Rules, 2014 are provided in “Annexure-4” and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The performance of both the business segments i.e. sugar and alcohol segments of the Company for the year ended 31st March, 2016 and current year prospects as required under Clause 49 of the Listing Agreement has been detailed in the “Management Discussion and Analysis Report” in the section on Corporate Governance.

CORPORATE GOVERNANCE

The Company complies with all the mandatory requirements as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges. The separate section on “Corporate Governance” including a certificate from the Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges is given in “Annexure-5” and forms part of this Report.

LISTING ARRANGEMENT

The shares of the Company are listed with the Bombay Stock Exchange Limited. The annual listing fee for the year 2016-17 has been paid to Bombay Stock Exchange Limited.

The Delhi Stock Exchange where the equity shares were listed had advised the companies not to make payment of listing fee.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company confirms that there is no complaint/case has been filed/pending with the Company during the financial year 2015-16.

INDUSTRIAL RELATIONS

The Industrial relations remained cordial at both the plants of the Company during the year.

APPRECIATION:

Your Directors wish to place on record their sincere thanks and appreciation for the devoted services rendered by the employees of the Company at all levels. We also place on record our appreciation to the Financial Institutions, State Bank of India, Punjab National Bank, Zila Sahkari Bank Ltd., other Business Associates and Government Authorities for their valuable cooperation and support from time to time. We would also like to express our thanks to our Shareholders for their continued confidence in the company.

For and on behalf of the Board of

Directors of Sir Shadi Lal Enterprises Ltd

Onke Aggarwal

Place : New Delhi Chairman

Dated : 29.07.2016 (DIN-00141124)

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Mar 31, 2015

DEAR SHAREHOLDERS,

The Directors hereby present the 81st Annual Report and the audited accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS:

The financial results for the year under review are as follows:

(Rs. in Lacs)

For the Year ended For the Year ended March 31, 2015 March 31, 2014

Total Revenue 40251.97 47012.19

Loss before providing 6327.61 6172.95

for Exceptional Item and Depreciation

Less: Exceptional Item 1483.89 423.09

Cash Loss 4843.72 5749.86

Add: Provision for 327.62 767.98

depreciation as per Companies Act Adjustment of depreciation relating to prior year on account of reversing excess depreciation already charged on the assets to comply with the requirement of Schedule

II of the Companies Act,2013. 153.11 -

Net Loss before Tax 5018.23 6517.84

Add: Refund of 28.59 106.18 Income Tax

Less: Provisional 1895.56 2154.89

Deferred Tax Assets

Net Loss transferred 3094.08 4256.77

Basic earnings per share (58.935) (81.081) of Rs 10/- each

Diluted earnings per (58.935) (81.081) share of Rs 10/– each

STATE OF THE COMPANY'S AFFAIRS

During the year under review, both the segments of your Company i.e.sugar and alcohol passed through a very difficult and painful period.

The Sugar Industry in U.P. suffered heavy loss during the year due to combination of extraneous factors such as high sugarcane price, un remunerative sugar price, higher production of sugar on all India basis in the last 5 years i.e 244 Lac tones in 2010-11, 263 Lac tones in 2011-12, 251 Lac tones in 2012-13 and 244 lac tones in 2013-14. The production for sugar season 2014-15 is also expected to be around 280 Lac tones. With this excess production in 2014-15 season and carry-forward stock of 95 Lac tones as on 1st October, 2014, the sugar price fell by about Rs.700-800 per quintal resulting in heavy losses of Rs.65 Crores in Shamli Sugar Mill Unit.

In the existing scenario sugar units are not covering the cost of production.

REFERENCE TO BIFR

Last year the accumulated losses of the Company have exceeded its entire net worth. Therefore the Company has become sick industrial Company under the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 and the fact was reported to the BIFR as required under the provisions of section 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 and relevant Form"A" was duly fled with The Registrar of BIFR, who had asked the Company to file revised form "A" along with balance sheet in which assets and liabilities of unit Unn Sugar Complex are not depicted. The relevant adjustment entries regarding sale of unit Unn Sugar Complex are recorded in the books appearing in the accounts for the year ended 31.03.2015. The revised Form "A" shall be/has been submitted after the approval of the accounts of the company for the year ended 31st March, 2015 by the Board of Directors of the Company.

FINANCE

The Bankers have a view that in the absence of reasonable cane price formula which has made sugar production unviable in U.P. was mainly due to industry's inability to pay their debts. During the year 2014-15 the SBI have approved renewal cum reduction proposal to reduce the working capital limit from Rs.104 Crores to Rs.70 Crores which was to be converted into WCTL. Due to security related issues, the conversion of CC limit of Rs.70 Crores into WCTL could not be completed by 31.03.2015, therefore the amount of Rs.64.66 Crores standing in the company's account is shown under the Cash Credit limit. The PNB has only reviewed the limit of Rs.41 Crores for the year 2014-15, out of which only Rs.20 Crores was disbursed to us and declined to disburse the balance Rs.21 Crores. The District Coop.Bank Ghaziabad and Bulandshahr from whom we have taken Rs.50 Crores during last season 2013-14 only DCB, Ghaziabad have extended their Cash Credit Limit of Rs.30 Crores for the year 2014-15 against their outstanding balance amount of Rs.20.34 Crores pertaining to balance of last season. In this way the Company can get cash credit limit of only Rs.105.24 Crores as against the total requirement of Rs.160 Crores. The bankers fear about the increase in Non Performing Assets (NPA) after the Supreme Court order in October, 2014 up-holding the High Court decisions that farmer's have the first right over the realization from sugar cane and not the bankers. After the Supreme Court verdict the bankers are virtually forced not to recon sugar as security and are asking promoters and directors of the sugar mills to give their personal guarantee.

The State Bank of India and Punjab National Bank Chairpersons have also written to the U.P. Govt. to fnalise the cane pricing formula keeping in view the interest of entire stake holders i.e. Farmers, Sugar Mills and Bankers.

SALE OF UNIT UNN SUGAR COMPLEX

The Company has sold its unit Unn Sugar Complex by execution of slum sale deed on 07.09.2014 to M/s.Superior Foodgrains Pvt. Ltd., Chandigarh for a consideration of Rs. 75.50 Crores. The sale of the unit Unn Sugar Complex was approved by the Board of Directors of the Company in their meeting held on 04.01.2014 and by the shareholders' approval by postal Ballot was taken on 27th February, 2014.

The exceptional item above represents net of capital Profit of Rs.16.51 Crores after adjusting loss of Rs.1.67 Crores on transfer of stores.

TRANSFER TO RESERVES

Loss for the year Rs. 30,94,08, 269/- has been transferred to General Reserves.

DIVIDEND

In view of the present financial crisis of the company, your directors regret their inability to recommend any dividend for the year ended 31st March, 2015.

FIXED DEPOSITS

The total amount of fixed deposits as on 31.03.2014 was Rs.1740.99 Lacs and the same has been repaid by the Company to the Depositors during the financial year 2014-15.

Material changes and Commitments affecting financial position between end of the financial year and date of the report.

There have been no material changes and commitments affecting financial position between end of the Financial year and date of report.

REVIEW OF OPERATIONS

The manufacturing results of the sugar unit Upper Doab Sugar Mills for the crushing season 2014-15 as compared to the last crushing season are as under:

2014-15 2013-14

Gross working days 178 162

Cane crushed (Qtls) 9182539 8792035

Average Cane Crush per

Crop Day (Qtls.) 51587 54272

Manufacturing losses (%) 1.89 1.92

Steam Consumption Cane(%) 53.55 53.20

Average sugar recovery (%) 9.34 9.02

Total Sugar production (Qtls.) 857602 792876

The recovery %cane during the season 2014-15 is higher as compared to sugar season 2013-14.

CANE DEVELOPMENT

Due to vigorous efforts made by the Management and action plan made for sugarcane development, area under cultivation of high sugar varieties of cane has increased in unit Upper Doab Sugar Mills. Further due to increased area under improved variety, ensuring cane crop free from insects, pests, diseases and optimum uses of Phosphatic and pottasic fertilizers in the season 2014-15, Pol% cane has increased by 0.29% comparing with season 2013-14. This has resulted in higher % of average sugar recovery in current season as compared to previous season 2013-14. We are further making efforts to increase area under high sugar varieties from 19% to 45% as well as replacement of rejected and low pol varieties from 41% to 26% in the next season 2015-16. With this varietal balance, cane cut to crush would be improved and supply of dried cane in the coming season will be reduced. By these efforts the Pol% cane would be increased to 11.90% in the coming season 2015-16.

DISTILLERY UNIT

The production in the unit Shamli Distillery & Chemical Works in the financial year 2014-15 was 6428526 BL as compared to 70,66,191 BL during F.Y.2013-14. The fall in the production is mainly due to closure of distillery unit for 4 months from July, 2014 to October, 2014 by agitating cane growers who were demanding cane price payment of the season 2013-14.

There was a Profit of Rs.303.87 Lacs in the F.Y. 2014-15 as against the Profit of Rs. 451.22 Lacs in the FY 2013-14 in the distillery unit. Further analysis of operating performance for sugar and distillery segments is covered under "Management Discretion and Analysis", which form part of this report.

DIRECTORS:

In the last Annual General Meeting held on 22.09.2014 shareholders appointed Sh. Onke Aggarwal, Sh. R.C.Sharma and Sh. Hemant Pat Singhania as Independent Directors of the Company for a period of fve consecutive years from 22.09.2014 to 21.09.2019 in terms of section 149 and 152 of the Companies Act, 2013 and Companies (Appointment and qualification of Directors) rules 2014 and clause 49 of the Listing Agreement.

The term of appointment of Sh. Onke Aggarwal as Chairman of the Board of Directors of the Company was expiring on 10.03.2015. The Board of Directors of the Company re-appointed Sh.Onke Aggarwal as Chairman of the Board of Directors of the Company for a further period of one year w.e.f.11.03.2015.

In accordance with the provisions of Companies Act, 2013(the Act) and the Company's Article of Association, Sh. R.L.Srivastava and Sh. Rahul Lal retire by rotation under section 152 of the Act, and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting.

The Board of Directors of the Company had appointed Sh. Ajit Hoon as an Additional Director w.e.f. 01.11.2014 u/s 161 of the Companies Act, 2013. Sh. Ajit Hoon holds office only upto the date of 81st Annual General Meeting of the Company. The Company has received a notice in writing alongwith a deposit of Rs. 1 Lac from a member, u/s 160 of the Companies Act, 2013, signifying the intention to propose the candidature of Sh. Ajit Hoon as a Director of the Company, subject to retirement by rotation.

The required information pursuant to clause 49 of the Listing Agreement providing their experiences, qualifications, name of the company in which the above directors' board directorship and membership of the committee of the board are detailed in the notice convening the annual general meeting against the relevant items of the agenda which forms part of this annual report.

Necessary Resolutions for appointment/re-appointment of aforesaid directors have been included in the notice convening the ensuing Annual General Meeting.

None of the directors of the company is disqualified from being appointed as director as specified in terms of section 164 (1) and (2) of the Companies Act, 2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The guidelines for selection of director are set out below:

The Board's Nomination and Remuneration Committee oversees the Company's nomination process for directors. The Committee identifies and review individual qualified candidate to serve as a director on the board. The Committee may act on its own identifying the potential candidate. The Committee review and discuss details pertaining to the candidate and conduct evaluation of candidates in accordance with the process that it seems fit and appropriate, discuss with the promoters, and send its recommendation for nomination to the board based on the following guidelines.

ATTRIBUTES

1. For Independent Directors the Committee seeks candidate who is not a nominee or related to promoter of the company. Such candidates shall posses integrity, leadership, skill, managerial qualities, foresight abilities and competency required to direct and oversee the Company's management in the best interest of stake holders i.e. shareholders, consumers, employees and the community it serves.

2. The candidate must be willing to regularly attend the meeting of the board and develop a strong understanding of the Company, its business and its need. He must contribute his/ her time and knowledge in the Company and be prepared to exercise his/her duties with skill and care. Candidates should have understanding of governance concept and legal duties of a director.

3. The Candidate should preferably have sufficient experience on the board of a listed company.

4. For appointment of Executive Directors the Committee also seeks opinion of promoters.

KEY MANAGERIAL PERSONNEL

The board of directors have appointed following Key Managerial Personnel as provided under section 203 of the Companies Act, 2013.

1. Sh. Rajat Lal, Managing Director

2. Sh. P.K.Goyal, Chief Financial Officer.

3. Sh. Akhilesh Kr.Singh, Company Secretary.

Sh. P.K.Goyal, who was earlier discharging the responsibilities of Company Secretary and Chief Financial Officer has been appointed as Chief Financial Officer w.e.f. 01.11.2014 and Sh. Akhilesh Kumar Singh has been appointed as Company Secretary w.e.f. 01.11.2014

INDEPENDENT DIRECTORS' DECLARATIONS

The declaration, from independent directors under section 149 (6) of Companies Act 2013 and clause 49 of the listing agreement with the stock exchanges, have been received.

INDEPENDENT DIRECTORS MEETING

A separate meeting of the independent directors (Annual Independent Directors Meeting) was convened which reviewed the performance of Board as a whole and the non independent directors on the basis of Nomination and Remuneration Committee Report. The collective feed back of each independent director was discussed with the board covering performance of the board as a whole and performance of non independent directors.

PERFORMANCE EVALUATION OF CHAIRMAN, DIRECTORS, BOARD AND COMMITTEES

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of Non Independent Directors, Board and Committees was undertaken by the Nomination and Remuneration Committee for the year under review. The report of non independent directors as done by the Nomination and Remuneration Committee is reviewed by Independent Directors.

The Performance Evaluation of Chairman and Independent Directors is done by the board and the report of nomination and remuneration committee for non independent director as reviewed by the independent director is placed before the board of directors. The criteria for Performance and evaluation is mentioned in the Corporate Governance.

The Evaluation frame work for assessing the performance of Directors, Board and Committee is done on the following parameters:

A. Board Evaluation

1. Attendance and active participation.

2. Knowledge of working of industry, experience in related issues.

3. Leadership and initiative.

4. Independent judgments on the board discussions utilizing his knowledge and experience especially on issues related strategy, operational performance and risk management.

5. Commitment to role and fduciary responsibility as a board member.

6. Understanding the nature in directors role, demonstrate awareness and concern about norms related to corporate governance, disclosure and legal compliance.

7. Contribute new ideas/advise to management on business issues based on the management

B. Committee Performance

1. The Committee is delivering on the defined objectives.

2. The Committee has the right composition to deliver its objective.

REMUNERATION POLICY

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

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the financial year 2014-15 six Board Meetings were held on 27.05.2014, 26.07.2014, 02.08.2014, 22.09.2014, 01.11.2014 and 06.02.2015. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of sub-section 134(5) of the Act with respect to Directors' Responsibility Statement, the Directors Confirm that:

i) in the preparation of the Annual Accounts for the year ended March 31, 2015, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the loss of the Company for the financial year ended on that date;

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

iv) they have prepared the Annual Accounts of the Company on a 'going concern' basis.

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

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

RELATED PARTIES TRANSACTIONS

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of the Company at large. All related party transactions are placed before the Audit Committee and also Board for approval. The form for disclosure of particulars of Contract / arrangements entered into by the Company with related parties referred to sub section (1) of Section 188 of the Companies Act 2013 in form AOC-2 is given below:

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis.

SL. No. Particulars Details

a) Name (s) of the related party & nature NA of relationship

b) Nature of contracts/arrangements/transaction NA

c) Duration of the contracts/arrangements/ NA transaction

d) Salient terms of the contracts or arrangements NA or transaction including the value, if any

e) Justification for entering into such contracts NA or arrangements or transactions'

f) Date of approval by the Board NA

g) Amount paid as advances, if any NA

h) Date on which the special resolution was NA passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm's length basis.

SL. No.Particulars Details

a) Name (s) of the related party & Vivek Vishwanathan nature of relationship – Jt MD

b) Nature of contracts/arrangements/ Tenancy agreement transaction

c) Duration of the contracts/ 3 Years arrangements/transaction

d) Salient terms of the contracts or Area – 1333 Sq feet arrangements or transaction Rent Per month including the value, if any Rs.150 per Sq feet Increase - 20% increase after 3 years Notice - 3 months from either side

e) Date of approval by the Board 27.04.2013

f) Amount paid as advances, if any NIL

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS

The Company has not made any loans or investment or given any guarantee during the year under review.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary, joint venture or associate Company.

CODE OF CONDUCT

Code of Conduct for the Directors as well as for the members of the Senior Management of the company was adopted in the Board Meeting held on 4th April, 2005 which was subsequently amended from time to time. The Code is intended to serve as a basis for ethical decision–making in conduct of professional work. The Code of Conduct states that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views and be upright in his conduct and observe corporate discipline. The said Code of Conduct has been circulated to all the Directors and Members of Senior Management and the compliance of the same has been affirmed by them in respect of the Financial Year 2014-15 and a declaration to that effect signed by the Managing Director is detailed below and forms part of this report. A copy of Code of Conduct has also been put up on the Company's Website – www. sirshadilal.com A declaration regarding compliance of Code of Conduct is given by the Managing Director under the head Code of Conduct that Board Members and Senior Management team have complied with the same, under Corporate Governance.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy/ Vigil Mechanism to deal with instance of fraud and mismanagement, if any.

A Vigilance Committee has been constituted which looks into the complains raised. The Committee reports to the audit committee and the Board.

The details are given in Corporate Governance.

PREVENTION OF INSIDER TRADING

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

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

AUDITORS

In terms of section 139 of the Companies Act, 2013 and rules made thereunder, M/s.Basant Ram & Sons, Chartered Accountants, (frm registration No.000569N) were appointed as Auditors of the Company from the closure of 80th Annual General Meeting of the Company held on 22nd September, 2014 for a period of three years upto 83rd Annual General Meeting of the company to be held in the year 2017. The appointment of Auditors is subject to ratification on every Annual General Meeting of the Company. M/s. Basant Ram & Sons, Chartered Accountants, New Delhi are eligible for ratification of their appointment in this Annual General Meetings. They have furnished certifcate to the effect that ratification of their appointment will be within the limits specifed under section 159 of the Act.

COMMENTS ON AUDITOR'S OBSERVATIONS

(i) Reply to Paragraph No 1 of "Emphasis of Matters" in Auditor's Report

The Auditors have referred to note No.3.8 regarding potential sickness of the company and reference to the BIFR under section 15(1) of the Sick Industrial Companies (Special Provision) Act, 1985. The note itself is self explanatory. The revised Form A shall be submitted to the Registrar, BIFR shortly.

(ii) Reply to Paragraph No. 2 of "Emphasis of Matters" in Auditor's Report regarding Deferred Tax Assets.

The Company has recognized the deferred Tax Assets in accounts to comply the requirement of "Accounting Standard-22". As the Company has been incurring continuous losses for the last fve years, and in the absence of future projections of Profitability, the recovery of deferred Tax Assets at Rs.68.81 Crores is uncertain. The Board has decided that in future the Company will not make provision for Deferred Tax Assets, until the Company accumulated deferred Tax Assets of Rs.68.81 Crores is recovered.

(iii) Reply under the head opinion of the Auditors Report

The Company have taken legal opinion from its lawyers regarding recovery of Rs. 150.38 Lacs from M/s. Sainov Spirits Pvt Ltd. against the sale of unit Pilkhani Distillery & Chemical Works as a going concern. As per opinion of the Solicitor there is no legal basis to construe Company's entitlement to the said amount of Rs. 150.38 Lacs as irrevocable and if the company treat it doubtful of recovery at any stage and make any treatment in the books of accounts, it may affect adversely the legal proceedings of recovery of debt. Therefore in view of the above opinion, the Company has not made any provision for bad and doubtful debts in the books of accounts.

(iv) Reply to Point No. IX in annexure to Independent Auditors Report referred to paragraph no. 1 under the heading of report on other legal and regulatory requirements

(a) As regards the unpaid balance of SBI Rs.646576381/- to the SBI the bank has approved renewal cum reduction proposal of Company on 17.04.2014 to reduce the working capital from Rs.104 Crore to Rs.70 Crores which was subsequently to be converted into WCTL of Rs. 70 Crores. Due to security related issues the conversion of CC limit to WCTL could not be completed upto 31.03.2015 and the amount of Rs. 643576381/- could not be converted into WCTL upto 31.03.2015.

(b) As per Hon'ble High Court Allahabad decision dated 5th September, 2014 the cane price for the season 2013-14 was to be paid upto 31.10.2014. The court for this purpose directed the District Magistrate of the concerned districts to ensure the payments of cane price arrears. After the Supreme Court upholding High Court Decision that farmers have the first right over the realization from sugar sale and not the bankers, the district administration sold the stock of sugar pledged to the District Cooperative Bank, Ghaziabad for payment of cane arrear. Therefore the amount of Rs. 20,33,85,431/- could not be paid to the bank on due date.

COST AUDITORS

The Shareholders of the Company approved appointment of Sh.Rishi Mohan Bansal, Cost Auditor for conducting the Cost Audit for Sugar and Industrial Alcohol business for the F.Y. 2014-15.

The Cost Audit Report for the last audited accounts for the Financial Year ended 31.03.2014 was fled by the Cost Auditor with respect to Sugar and Industrial Alcohol business on 07.08.2014 which is within the due date. There is no adverse or negative remark in the Cost Audit Reports.

SECRETARIAL AUDIT REPORT

The Board of Directors of the Company appointed M/s. Sunil Kumar Jain and Associates, Company Secretaries, to conduct the secretarial audit for the financial year ended 31st March, 2015.

The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed as "Annexure – 1" to the Directors' Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in form MGT-9 is annexed with "Annexure-2"

DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As required under Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of the ratio of the remuneration of each director to the median employee's remuneration and such other details as prescribed therein are given in "Annexure - 3", which is attached hereto and forms part of the Directors' Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to section 197 (12) read with rule 5 of the companies (Appointment and remuneration of managerial personnel) rules, 2014 in respect of the employees of the company are given in "Annexure - 3" and forms part of this report.

DETAIL OF SHARES WITH DIFFERENTIAL VOTING RIGHT, SWEAR EQUITY SHARE AND ESOP SCHEME

The Company has not issued shares with differential voting right and sweat equity shares. There is no scheme of ESOP Scheme during the financial year. Contd .....

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operation in future.

RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference and risk associated and their mitigation are set out in the corporate governance report forming part of the Boards report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale and complexity of its operations to maintain its objectivity and independence, the Internal Audit Department reports to the Audit Committee of the Board. The details of the Internal Control System and their adequacy are given in the Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY

Due to the continuous losses to the Company in the last fve years the provisions of Corporate Social Responsibility Policy under section 135 of the Companies Act, 2013 is not applicable to our Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo as required to be disclosed under Section 134(3)(m) of the Companies Act 2013, read with Companies (Accounts), Rules, 2014 are provided in "Annexure -4" and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The performance of both the business segments i.e. sugar and alcohol segments of the Company for the year ended 31st March, 2015 and current year prospects as required under Clause 49 of the Listing Agreement has been detailed in the "Management Discussion and Analysis Report" in the section on Corporate Governance.

CORPORATE GOVERNANCE

The company complies with all the mandatory requirements as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges. The separate section on "Corporate Governance"

including a certificate from the Practicing Company Secretary Confirming compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges is given in "Annexure-5" and forms part of this Report.

LISTING ARRANGEMENT

The shares of the Company are listed with the Bombay Stock Exchange Limited and Delhi Stock Exchange Limited. The annual listing fee for the year 2015-16 has been paid to Bombay Stock Exchange Limited.

The Delhi Stock Exchange has advised the companies not to make payment of listing fee for the Financial Year 2015-16.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

he Company Confirms that there is no complaint / case has been fled / pending with the Company during the financial year 2014-15.

INDUSTRIAL RELATIONS

The Industrial relations remained cordial at both the plants of the Company during the year.

APPRECIATION:

Your Directors wish to place on record their sincere thanks and appreciation for the devoted services rendered by the employees of the Company at all levels. We also place on record our appreciation to the Financial Institutions, State Bank of India, Punjab National Bank, Zila Sahkari Bank Ltd., other business associates and Government Authorities for their valuable co-operation and support from time to time. We would also like to express our thanks to our Shareholders for their continued confidence in the company.

For and on behalf of the Board of Directors of Sir Shadi Lal Enterprises Ltd

Onke Aggarwal

Place : New Delhi Chairman

Dated : 25.07.2015 (DIN-00141124)

---

Mar 31, 2013

DEAR SHAREHOLDERS,

The Directors have pleasure in presenting the 79th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS:

During the year under review, the sugar segment of your Company passed through a diffcult period. Your Company has been able to reduce the Loss during the year 2012-13 as compared to last year. The summarized fnancial results of the company are presented below:-

(Rs. in Lacs)

For the Year ended For the Year ended March 31, 2013 March 31, 2012

Total Revenue 42,937.72 37,615.53

Loss before providing 604.23 4,453.11 for Exceptional Item and Depreciation

Less: Exceptional Item 456.24 (Proft on sale of Flats at Delhi Offce)

Cash Loss 147.99 4,453.11

Add: Provision for 893.67 1,054.40 depreciation as per Companies Act

- Loss before Tax 1,041.66 5,507.51

Add: Current Tax 40.00

Less: Deferred Tax Assets 116.25 1,609.54

- Net Loss for the year 925.41 3,937.97

Basic earnings per share (17.63) (75.01) of Rs 10/- each

Diluted earnings per share (17.63) (75.01) of Rs 10/- each

DIVIDEND:

In view of losses during the fnancial year 2012-13, your Directors regret their inability to recommend any dividend for the year ended 31st March, 2013.

REVIEw OF OPERATIONS:

SUGAR DIVISION:

The manufacturing results of both the sugar factories for the crushing season 2012-13 as compared to the last crushing season are as under :-

Particulars Upper Doab Unn Sugar Sugar Mills Complex Season Season 2012-13 20 11-12 2012-13 2011-12

- Gross Working 166 155 148 145 days

- Cane Crushed 8653306 8241725 5163073 4517554 (Qtls.)

- Average Cane 52128 53172 34793 31062 Crush per Crop day (Qtls.)

- Manufacturing 1.98 2.08 2.03 2.04 losses (%)

- Steam Consumption 51.58 50.94 45.68 45.16 cane (%)

- Average Sugar 9.14 8.78 9.00 8.59 recovery (%)

- Total sugar 790410 723617 464560 387921 produced (Qtls.)

The cane crushed during the sugar season 2012-13 as compared to the sugar season 2011-12 in both the sugar units is higher due to more crushing days.

The Sugar recovery % of cane has increased during the season 2012-13 as compared to the sugar season 2011-12. The increase in average sugar recovery % at Upper Doab Sugar Mills is 0.36% and in Unn Sugar Complex is 0.41% in the sugar season 2012-13 as compared to the sugar season 2011-12.

We are happy to report that the manufacturing losses in both the sugar units have reduced in the sugar season 2012-13 as compared to the sugar season 2011-12.

CANE DEVELOPMENT:

There has been down fall in the sugar recovery during the last 3-4 seasons in most of the sugar mills in western U.P. The main reason for the fall in the recovery is due to reduction in the area of early variety cane. We have prepared an action plan for proposed cane development activities to be undertaken during the spring planting 2013 and onwards as per MOU signed with IASR, Lucknow. Due to various measures taken for the cane development the recovery have improved in the current season, as against previous season.

DISTILLERY DIVISION:

The production in the Unit Shamli Distillery & Chemical Works in the Financial Year 2012-13 was 7333632 BL as compared to 7361596 BL in the Financial Year 2011-12.

There is a proft of Rs. 350.42 Lacs in the Financial Year 2012-13 as against proft of Rs. 285.45 Lacs in the Financial Year 2011-12 in the Distillery Division due to better effciency.

Further analysis of operating performance for sugar and distillery segment is covered under ‘Management Discussion and Analysis'' which forms part of this Report.

REFERENCE TO BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR):

The accumulated losses of the Company as on 31.03.2012 resulted in more than 50% erosion of the peak Net Worth during the immediately preceding four fnancial years which in compliance of provisions of Section 23 (1) (a) (i) of the Sick Industrial Companies (Special Provisions) Act, 1985 was reported by the Company to BIFR on 03.10.2012. The Net Worth of the Company as on 31.03.2013 has been further reduced by Rs.9.25 Crores on account of loss during the year, however Net Worth of the Company as on 31.03.2013, is still positive.

DIRECTORS:

Smt. Radhika Viswanathan Hoon and Sh. Rahul Lal have been appointed as Additional Directors of the Company in the meeting of Board of Directors held on 30.10.2012 and 27.04.2013 respectively. In accordance with the provisions of the Companies Act, 1956 (The Act) and the Company''s Articles of Association, Sh. R.C. Sharma and Shri Hemantpat Singhania, Directors of the Company, retire by rotation u/s 256 of the Act and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

On the recommendation of "Remuneration Committee of Directors", the Board of Directors of the Company has re-appointed Sh. Rajat Lal as Managing Director of the Company for a period of fve years w.e.f. 01.04.2014 to 31.03.2019 on the terms, conditions and remuneration as set out in the Notice, subject to your approval. The experience and qualifcation of Sh. Rajat Lal is given in the Notice convening this meeting against the relevant item of the Agenda.

On the recommendation of "Remuneration Committee of Directors", the Board of Directors of the Company has also appointed Sh. Rahul Lal as Executive Director of the Company for a period of fve years w.e.f. 01.07.2013 to 30.06.2018 on the terms, conditions and remuneration as set out in the Notice, subject to your approval. The experience and qualifcation of Sh. Rahul Lal is given in the Notice convening this meeting against the relevant item of the Agenda.

The required information pursuant to clause 49 IV (G) of the Listing Agreement regarding their experience, qualifcations, name of the companies in which the above Directors hold directorship and membership of the Committee of the Board are detailed in the Notice convening this Annual General Meeting against the relevant item of the Agenda, which forms part of this Annual Report.

Necessary resolutions for the appointment/re-appointment of aforesaid directors have been included in the Notice convening the ensuing Annual General Meeting.

None of the Directors of the Company are disqualifed from being appointed as directors as specifed in terms of Section 274 (1) (g) of the Act.

AUDITORS:

M/s Basant Ram & Sons, Chartered Accountants, New Delhi, Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certifcate to the effect that they have subjected themselves to the peer review process of The Institute of Chartered Accountants of India and hold a valid certifcate issued by the ‘Peer Review Board'' of the said institute and their proposed re-appointment, if made, will be in accordance within the limits specifed u/s 224 (1-B) of the Act.

AUDITORS'' OBSERVATIONS & AUDITORS REPORT:

There is no adverse observation in the Auditors'' Report on the Accounts of the Company for the year ended March 31, 2013 except that the Company has not complied with the relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 because the Company has accepted/renewed deposit in excess of prescribed limits amounting to Rs.42.34 Lacs of deposit under rule 3 (2) (i), and amounting to Rs.190.93 Lacs covered under rule 3 (2) (ii). The notes on the Financial Statements referred to in the Auditors Report are self-explanatory. However, Company has refunded Rs. 36.54 Lacs of deposit under rule 3 (2) (i) and Rs. 91.98 Lacs under rule 3 (2) (ii) subsequently during the fnancial year 2013-14. The balance amount is also being refunded.

COST AUDITORS:

The Central Government approved the appointment of Mr. Rishi Mohan Bansal as Cost Auditors for conducting Cost Audit for Sugar and Industrial Alcohol business for the Financial Year 2012-13.

The Cost Audit Reports for the last audited accounts for the fnancial year ended March 31, 2012 was fled by the Cost Auditors with respect to Sugar and Industrial Alcohol business on 20.12.2012 which is within the due date.

FIXED DEPOSITS:

We report with satisfaction the confdence of the public in placing their fxed deposits with the Company. The total amount of fixed deposits as on 31st March, 2013 was Rs.2378.67 Lakhs as against Rs. 3075.28 Lakhs as on 31st March, 2012. Only a sum of Rs. 4.37 Lakhs relating to the 3 depositors was not claimed on the due dates up to the end of the fnancial year 2012-13. The deposits of Rs. 3.00 Lakhs relating to one depositor have been claimed and paid subsequently in the fnancial year 2013-14.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo as required to be disclosed under Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are provided in ‘Annexure 1'' and forms part of this Report.

PARTICULARS OF EMPLOYEES:

Particulars of employees as required under Section 217(2A) of the Act, read with Companies (Particulars of Employees) Rules, 1975 as amended are given in ‘Annexure 2'' and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The performance of both the business segments i.e. sugar and distillery segments of the Company for the year ended 31st March, 2013 and current year prospects as required under Clause 49 of the Listing Agreement has been detailed in the ‘Management Discussion and Analysis Report'' in the section on Corporate Governance.

CORPORATE GOVERNANCE:

Your company complies with all the mandatory requirements as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges. The separate section on "Corporate Governance" including a certifcate from the Auditors of the Company confrming compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges is given in ‘Annexure -3'' and forms part of this Report.

CORPORATE GOVERNANCE - VOLUNTARY GUIDELINES:

The Board of Directors has taken cognizance of the ‘Corporate Governance Voluntary Guidelines 2009'' issued by the Ministry of Corporate Affairs (MCA) in December 2009. While the guidelines are recommendatory in nature, the board recognizes the importance and need to constantly re-visit governance practices thereby ensuring a sustainable business environment that generates long term value to all key stakeholders. The board would consider adopting the relevant provisions of the said guidelines as and when deemed appropriate.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Act with respect to Directors'' Responsibility Statement, the Directors confrm:

i) that in the preparation of the Annual Accounts for the year ended March 31, 2013, the applicable Accounting Standards read with requirements set out under Schedule VI to the Act, have been followed and there are no material departures from the same;

ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the loss of the Company for the year ended on that date;

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

iv) that they have prepared the Annual Accounts of the Company on a ‘going concern'' basis.

LISTING ARRANGEMENT:

The shares of the Company are listed with the Bombay Stock Exchange Limited and Delhi Stock Exchange Limited. The annual listing fee for the year 2013-2014 has been paid to both the stock exchanges.

CURRENT YEAR PROSPECTS:

i) SUGAR

Cane Price

The U.P. Govt. has increased the State Advised Cane Price (SAP) for the sugar season 2012-13 by Rs.40/- per qtl. i.e. from Rs. 240/- per qtl. to Rs. 280/- per qtl. for general variety and from Rs. 250/- per qtl. to Rs. 290/- for early maturing variety. For the rejected varieties, the SAP was raised from Rs. 235/- per qtl. to Rs. 275/- per qtl. There is an increase of 17% as compared to the last year. The Fair and Remunerative Price (FRP) as declared by the Central Govt. is Rs.170/- per qtl. based on 9.50% recovery. Sugar Mills in U.P. pay SAP for sugar cane which historically is signifcantly higher than FRP fxed by the Central Govt.

Sugar Production & Consumption

Sugar production during the sugar season 2012-13 is projected to reach around 25 million tonnes as against estimated demand of 22.5 million tonnes with a opening stock of nearly 6 million tonnes, couples with imports, the net surplus of the stock at the end of September, 2013 is likely to be around 9 million tonnes which is around 40% of the consumption. In April, 2013 the Government of India abolished the obligation of levy sugar on Sugar Mills and de-regulated the sale of sugar in open market. Under the levy system, mills were obliged to sell 10% of the production at below market price to the Government. The government in term subsidies, the sale of the sugar to poor consumers. The government will now purchase the sugar from the open market for re-sale under PDS.

The Central Government has also taken decision to increase the custom duty on import of raw sugar from 10% to 15%.

Trend in Domestic Sugar Prices

The sugar prices have increased from July, 2012 onwards. The sugar prices which were Rs.3500 per qtl. in October, 2012 have come down subsequently to Rs.3100 per qtl. at present. The average realization of free sale sugar in the fnancial year in Upper Doab Sugar Mills is Rs.3329.72 per qtl. and for Unn Sugar Complex it is Rs.3217.13 per qtl.

The de-control of sugar by abolishing obligation for supply of 10% levy sugar and removable of release mechanism of free sale sugar will give relief to the sugar industry and reduce the losses of sugar units in UP. However, the gain will partially be set off by declining free sale sugar price. Due to higher availability of sugar in market, the sugar prices are likely to remain depressed.

OUTLOOK AND CHALLENGES BEFORE THE INDUSTRY

The sugar industry is currently going through one of the most challenging periods witnessed in the recent history, as a result of excessively cane price resulting in losses and heavy cane price arrears at close of the season 2012-13.

As per the latest forecast, the sugar cane area for 2013-14 is estimated to be around 5% higher as compared to 2012-13. As per initial estimates, sugar production in U.P. during the season 2013-14 is estimated at around 80 lacs tonnes as against 74.68 lacs tonnes in 2012-13. The All India sugar production in the next year is also expected to be around 25 million tonnes. With an opening stock of approximately 9 million tonnes and import of sugar, the availability of the sugar will be higher in the country. The sugar prices in the next year also are likely to remain depressed.

For sugar season 2013-14 the Central Government has announced 23.5% hike in the minimum price payable for sugar cane through Fair and Remunerative Price (FRP mechanism) i.e. from Rs.170 per qtl. to Rs.210 per qtl. However, the increase in the market price of sugar is likely limited to 8% to 9%.

With the World sugar prices expected to be under pressure because of surplus production and lower Import duty on sugar, further increase in domestic price would increase cheaper sugar imports. Sugar Mills in U.P. where the State Advise Price (SAP) for sugar cane is higher than the FRP, would be more adversely impacted as compared with their counter parts in other states which adhere to Fair and Remunerative Price (FRP).

ii) ETHANOL BLENDING

The ethanol blending programme is primarily based on indigenously produced ethanol from sugarcane molasses, which, besides augmenting fuel availability in the country, would also provide better returns for sugarcane farmers.

In November, 2012, the Cabinet Committee on Economic Affairs had approved fve percent mandatory blending of ethanol with petrol and this was notifed by the Centre under the Motor Spirits Act on January 2, 2013. According to the Act, oil marketing companies (OMCs) have to record fve percent ethanol content in petrol by June 30 this year. However, considering the supply orders cleared to sugar mills, the target seems unachievable. In a letter to the Petroleum Ministry dated May 29, 2013, the Indian Sugar Mills Association (ISMA) had said OMCs had cleared ethanol supply orders for merely 250 million litres, against the requirement of 1,050 million litres - about only 25 percent of OMCs'' fve percent ethanol blending requirements.

INDUSTRIAL RELATIONS:

The industrial relations remained cordial at all the plants of the Company during the year.

APPRECIATION:

Your Directors wish to place on record their sincere thanks and appreciation for the devoted services rendered by the employees of the Company at all levels. We also place on record our appreciation to the Financial Institutions, State Bank of India, Punjab National Bank, Zila Sahkari Bank Ltd., other business associates and Government Authorities for their valuable co-operation and support from time to time. We would also like to express our thanks to our Shareholders and Depositors for their continued confdence in the company.

For and on behalf of the Board

Place : New Delhi Onke Aggarwal

Dated : 27th July, 2013 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting the 78th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS:

During the year under review, the sugar segment of your Company passed through a difficult period. The summarized financial results of the company are presented below:-

(Rs. in Lacs)

For the Year ended For the Year ended March 31, 2012 March 31, 2011

Total Revenue 37615.53 34782.19

Loss before Finance 2129.38 1707.95

Cost, Depreciation and Exceptional Item

Add : Finance Cost 2323.74 1834.19

Depreciation 1054.40 1286.51

Loss before exceptional item 5507.51 4828.65

Less : Exceptional item - 3102.94

- Loss before Tax 5507.51 1725.71

Add : Current Tax 40.00 200.00

Less: Deferred Tax Assets 1609.54 512.60

- Net Loss for the year 3937.97 1413.11

Basic earning per share (75.01) (26.92) of Rs 10/- each

Diluted earning per share (75.01) (26.92) of Rs 10/- each

DIVIDEND :

In view of losses during the financial year 2011-12, your Directors regret their inability to recommend any dividend for the year ended 31st March, 2012.

REVIEW OF OPERATIONS:

SUGAR DIVISION :

The manufacturing results of both the sugar factories for the crushing season 2011-12 as compared to the last crushing season are as under :-

Particulars Upper Doab Unn Sugar Sugar Mills Complex Season Season 2011-12 2010-11 2011-12 2010-11

- Gross Working days 155 149 145 134

- Cane Crushed (Qtls.) 8241725 8133546 4517554 4598019

- Average Cane Crush per Crop day (Qtls.) 53172 55173 31062 34243

- Manufacturing losses (%) 2.08 2.18 2.04 2.08

- Steam Consumption cane (%) 50.94 53.01 45.16 45.42

- Average Sugar recovery (%) 8.78 8.90 8.59 8.89

- Total sugar produced (Qtls.) 723617 723931 387921 408673

The cane crushed during the sugar season 2011-12 as compared to the sugar season 2010-11 in the Unit Upper Doab Sugar Mills is higher due to more crushing days.

In Unn Sugar Complex the cane crushed has declined during the sugar season 2011-12 as compared to the sugar season 2010-11 due to lower yield of cane in the area and lower crush rate per crop day.

The Sugar recovery % of cane has further declined during the season 2011-12 as compared to the sugar season 2010-11 in the entire western U.P. The reduction in average sugar recovery % at Upper Doab Sugar Mills is 0.12% and in Unn Sugar Complex is 0.30% in the sugar season 2011-12 as compared to the sugar season 2010-11.

We are happy to report that the steam consumption % cane and manufacturing losses have reduced in both the sugar units in the sugar season 2011-12 as compared to the sugar season 2010-11.

CANE DEVELOPMENT :

There has been a drastic reduction in the sugar recovery during the last 4-5 sugar seasons in most of the sugar mills in Western U.P. The sugar recovery for the sugar season 2011-12 has further come down in the sugar mills in Western U.P. as compared to the sugar season 2010-11.

The main reason for the fall in the recovery at our both the sugar units is due to further reduction in the area of early maturing variety of cane during the sugar season 2011-12. During the sugar season 2005-06 area under early maturing variety was 43% at Upper Doab Sugar Mills which came down to a level of 5% in the sugar season 2011-12. Similarly for Unn Sugar Complex, the area under early maturing variety came down to a level of 10% in the sugar season 2011-12. The early start of the crushing season 2011-12 at both the sugar units has further adversely affected the sugar recovery. The other factors adversely affecting sugar recovery are late planting of cane, lack of varieties with high pol%, poor crop husbandry, improper seed selection and treatment by cane growers, poor health of the soil, excessive use of Nitrogen fertilizer, incidence of white grubs & borers, stale cane, bad quality of cane etc.

We have prepared and implemented an action plan for the cane development activities. However, it would take three years to achieve a recovery of 9.5%.

DISTILLERY DIVISION:

The production in the Unit Shamli Distillery & Chemical Works in the Financial Year 2011-12 was 7361596 BL as compared to 7362188 BL in the Financial Year 2010-11.

There was a profit of Rs. 285.45 Lacs in the Financial Year 2011-12 as against profit of Rs. 73.36 Lacs in the Financial Year 2010-11 in the Distillery Division due to better realization of rectified sprit and ENA.

Further analysis of operating performance for sugar and distillery segment is covered under 'Management Discussion and Analysis' which forms part of this Report.

REFERENCE TO SICK INDUSTRIES & BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION ( BIFR ) :

The accumulated losses of the Company as at 31st March, 2012 have resulted in more than 50% erosion of the peak Net Worth during the immediately preceding four financial years and the company is required to report this fact of erosion of the peak Net Worth by more than 50% to the BIFR under the provisions of Section 23 (1) (a) (i) of the Sick Industrial Companies (Special Provisions) Act, 1985.

DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 (The Act) and the Company's Articles of Association, Sh. R.L. Srivastava and Shri P.K. Viswanathan, Directors of the Company, retire by rotation u/s 256 of the Act, and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

The required information pursuant to clause 49 IV (G) of the Listing Agreement regarding their experience, qualifications, name of the companies in which both the Directors hold directorship and membership of the Committee of the Board are detailed in the Notice convening this Annual General Meeting against the relevant item of the Agenda, which forms part of this Annual Report.

Necessary resolutions for the re-appointment of both the aforesaid directors have been included in the Notice convening the ensuing Annual General Meeting.

None of the Directors of the Company are disqualified from being appointed as directors as specified in terms of Section 274 (1) (g) of the Act.

AUDITORS:

M/s Basant Ram & Sons, Chartered Accountants, New Delhi, Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate to the effect that they have subjected themselves to the peer review process of The Institute of Chartered Accountants of India and hold a valid certificate issued by the 'Peer Review Board' of the said institute and their proposed re-appointment, if made, will be in accordance within the limits specified u/s 224 (1-B) of the Act.

AUDITORS' OBSERVATIONS & AUDITORS REPORT:

There is no adverse observation in the Auditors' Report on the Accounts of the Company for the year ended March 31, 2012. The notes on the Financial Statements referred to in the Auditors Report are self-explanatory and therefore, do not call for any further explanations/comments.

COST AUDITORS:

The Central Government approved the appointment of Mr. Rishi Mohan Bansal as Cost Auditors for conducting Cost Audit for Sugar and Industrial Alcohol business for the Financial Year 2011-12.

The Cost Audit Reports for the last audited accounts for the financial year ended March 31, 2011 was filed by the Cost Auditors with respect to Sugar and Industrial Alcohol business on 24.9.2011, which is within the due date of 27.9.2011.

FIXED DEPOSITS:

We report with satisfaction the confidence of the public in placing their fixed deposits with the Company. The total amount of fixed deposits as on 31st March, 2012 was Rs.3075.28 Lakhs as against Rs. 4629.76 Lakhs as on 31st March, 2011. Only a sum of Rs. 4.05 Lakhs relating to the 7 depositors was not claimed on the due dates up to the end of the financial year 2011-12. The deposits of Rs. 0.82 Lakhs relating to two depositors have been claimed and paid subsequently in the financial year 2012-13.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo as required to be disclosed under Section 217(1)(e) of the Act, read with Companies (Disclosure of Particulars in the Report of the Board of Directors), Rules, 1988 are provided in 'Annexure 1' and forms part of this Report.

PARTICULARS OF EMPLOYEES:

Particulars of employees as required under Section 217(2A) of the Act, read with Companies (Particulars of Employees) Rules, 1975 as amended are given in 'Annexure 2' and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The performance of both the business segments i.e. sugar and distillery segments of the Company for the year ended 31st March, 2012 and current year prospects as required under Clause 49 of the Listing Agreement has been detailed in the 'Management Discussion and Analysis Report' in the section on Corporate Governance.

CORPORATE GOVERNANCE:

Your company complies with all the mandatory requirements as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges. The separate section on "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges is given in 'Annexure -3' and forms part of this Report.

CORPORATE GOVERNANCE - VOLUNTARY GUIDELINES:

The Board of Directors has taken cognizance of the ' Corporate Governance Voluntary Guidelines 2009' issued by the Ministry of Corporate Affairs (MCA) in December 2009. While the guidelines are recommendatory in nature, the board recognizes the importance and need to constantly re-visit governance practices thereby ensuring a sustainable business environment that generates long term value to all key stakeholders. The board would consider adopting the relevant provisions of the said guidelines as and when deemed appropriate.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Sub-section 217(2AA) of the Act with respect to Directors' Responsibility Statement, the Directors confirm:

i) that in the preparation of the Annual Accounts for the year ended March 31, 2012, the applicable Accounting Standards read with requirements set out under Schedule VI to the Act, have been followed and there are no material departures from the same;

ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the loss of the Company for the year ended on that date;

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

iv) that they have prepared the Annual Accounts of the Company on a 'going concern' basis.

LISTING ARRANGEMENT:

The shares of the Company are listed with the Bombay Stock Exchange Limited and Delhi Stock Exchange Limited. The annual listing fee for the year 2012-2013 has been paid to both the stock exchanges.

CURRENT YEAR PROSPECTS:

i) SUGAR

Cane Price

The Uttar Pradesh (U.P.) Government through an order dated 8th November, 2011, raised the State Advised Cane Price (SAP) for the early maturing varieties from Rs. 205/- per quintal for the Sugar Season 2010-11 to Rs. 240/- per quintal for the Sugar Season 2011-12 and that for the early maturing varieties from Rs. 210/- per quintal to Rs.250/- per quintal. For the rejected varieties, the SAP was raised from Rs. 200/- per quintal to Rs. 235/- per quintal. Sugar Mills in U.P. pay SAP for sugar cane which historically is significantly higher than the FRP fixed by the Central Government.

Sugar Production & Consumption

Sugar production is estimated to close at 26 Million MT during the sugar season 2011-2012 from 24.4 Million MT in the sugar season 2010-11, on account of higher sugar production in U.P., while production in Maharashtra and Karnataka is expected to remain same compared to the previous sugar season.

Consumption is estimated to be around 22.5 Million MT. The Government had allowed quota based exports of 2 Million MT of sugar and subsequently removed the restriction on sugar exports to release the building of domestic inventory of sugar.

Trend in Domestic Sugar Prices

The Government of India increased the levy sugar price for the season 2011-12 from Rs.1832.60 to Rs.1889.85 per quintal.

The domestic sugar prices during the financial year 2011-12 remained subdued and range bound. Throughout the year price of free sale sugar hovered in the band of Rs. 2700 to Rs.3100 per quintal. The average realization in the Financial Year for free sale sugar in Upper Doab Sugar Mills during the financial year was Rs.2824.82 and in Unn Sugar Complex was Rs. 2819.24. For the fear of food inflation being stocked, Government policies aimed at pegging domestic sugar prices at lower level continued, regardless of the fact that the incidence of sugar price of inflation is miniscule. Going forward, any significant strengthening of domestic sugar prices in the near future is uncertain.

OUTLOOK AND CHALLENGES BEFORE THE INDUSTRY

The sugar Industry is currently going through one of the most challenging periods witnessed in the recent history, with sugar cane arrears to farmers being built up to record levels.

Recent changes in Indian Export policy for sugar augur well for the sugar Industry.

The Government has formed a committee headed by Mr. C. Rangarajan (Chairman - PMEAC), which will give the recommendations after hearing all the stakeholders views on the issues like levy obligation, release mechanism, export policy besides other issues ailing the sugar Industry.

The industry believes that any positive development on this front would also benefit the farmers as they would be adequately remunerated on the sugarcane sales.

ii) ETHANOL BLENDING

The ethanol blending programme is primarily based on indigenously produced ethanol from sugarcane molasses, which, besides augmenting fuel availability in the country, would also provide better returns for sugarcane farmers.

However, the process of pricing ethanol each year in itself is acrimonious and fraught with multiple problems. All three Ministries viz. the Food, Oil & Chemical Ministry are found wrangling with one another. A committee headed by Mr. Saumitra Chaudhuri, (Member - Planning Commission) and PMEAC has been formed to look into the pricing aspect and supply of ethanol on a sustainable basis. Ethanol usage can address the energy needs of the nation and resultantly foreign exchange reserves of the nation can be more gainfully deployed.

INDUSTRIAL RELATIONS:

The industrial relations remained cordial at all the plants of the Company during the year.

APPRECIATION:

Your Directors wish to place on record their sincere thanks and appreciation for the devoted services rendered by the employees of the Company at all levels. We also place on record our appreciation to the Financial Institutions, State Bank of India, Punjab National Bank, Zila Sahkari Bank Ltd. Ghaziabad, other Business Associates and Government Authorities for their valuable co-operation and support from time to time. We would also like to express our thanks to our Shareholders and Depositors for their continued confidence in the company.

For and on behalf of the Board

Place : New Delhi Onke Aggarwal

Dated : 14th July, 2012 Chairman

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Mar 31, 2011

DEAR SHAREHOLDERS,

The Directors have pleasure in presenting the 77th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL REVIEW:

During the year under review, both the segments of your Company i.e. Sugar & Alcohol, passed through a difficult period. The summarised financial results are presented below:

(Rs. in Lakhs)

For the Year ended For the Year ended March 31, 2011 March 31, 2010

- Loss(-)/Profit( ) before Tax, Depreciation and Exceptional Item (-)3539.62 ( )2918.76

- Less: Exceptional Item 3102.94 -

- Cash Loss(-)/Profit ( ) (-)436.68 ( )2918.76

- Add/Less: Provision for Depreciation 1286.51 1456.12

- Net Loss(-)/Profit( ) before Tax (-)1723.19 ( )1462.64

- Less : Provision for Taxation:

Current Year - 47.66

Relating to earlier years 200.00 40.59

Deferred Tax

(Assets)/Liability (512.60) 136.94

Wealth Tax 2.52 (310.08) 2.60 227.79

- Loss(-)/Profit( ) (-)1413.11 ( )1234.85 after Tax

DIVIDEND:

Keeping in view the financial results for the year ended 31st March, 2011 and the present position of the current year, your Directors regret their inability to recommend any dividend for the year ended 31st March, 2011.

OPERATING REVIEW :

SUGAR DIVISION:

The manufacturing results of your both the sugar factories for the crushing season 2010-11 as compared to last crushing season are as under :-

Upper Doab Unn Sugar Sugar Mills Complex Season Season 2010-11 2009-10 2010-11 2009-10

- Gross Working days 149 150 134 140

- Cane Crushed (Qtls.) 8133546 8142391 4598019 4028743

- Average Cane Crush per Crop day (Qtls.) 55173 54831 34243 28773

- Manufacturing losses (%) 2.18 2.24 2.08 2.09

- Steam Consumption cane (%) 53.01 54.18 45.42 50.08

- Average Sugar recovery (%) 8.90 9.03 8.89 9.23

- Total sugar produced 723931 735392 408673 371858

The cane crushed during the sugar season 2010-11 as against sugar season 2009-10 in Unit Upper Doab Sugar Mills is almost at the same level. In Unn Sugar Complex the cane crushed has improved during the sugar season 2010-11 as against sugar season 2009-10 due to better yield of cane in the area and better crush rate per crop day.

The Sugar recovery % of cane has further declined during the season 2010-11, as against season 2009-10 in entire western U.P. and in our sugar units. The main reason for decline in recovery % at our sugar units was due to reduction of area under early maturing variety of cane. Further area under the variety CoSe 92423 for ratoon crop remained higher. The crop was also damaged by insects mainly White Grubs, Root Borers and Wilt, which resulted in fungus disease to the cane crop.

The steam consumption % cane and manufacturing losses has reduced in both sugar units as compared to last sugar season.

CANE DEVELOPMENT:

The company has constituted a Cane Development Committee to identify the problems for low cane recovery and low Pol% in cane and also to take remedial steps for improvement in the Pol% in cane and to improve the recovery. The Committee has worked out an action plan in this regard which is being implemented. For Cane development purpose, sizable expenses are also being incurred on insecticides spray work in the area, supply of disease free cane seed & various pesticides at subsidised rates to the farmers besides educating them to grow such varieties of cane which are useful in the different parts of the cane crushing season. This is a continuous process and further steps for betterment are being explored and implemented.

DISTILLERY DIVISION:

The Distilleries could not utilise the optimum capacity mainly due to poor off take of finished goods due to competition, un-remunerative prices and unfavourable excise policy of the State Government. Due to change in Excise Policy in U.P. there is no country liquor business in Distillery Units as a result of which we have not been able to sell our products in the market. Net realisations on account of sale of Extra Neutral Alcohol and Rectified Spirit were also adversely affected on account of higher rate of Export Duty in the State as compared to the neighbouring States.

Both your Distilleries produced 11117985 BL in the current year as against 9840335 BL in the previous year. The production in Unit Shamli Distillery is 7362188 BL in Current Year as against 5846428 BL in Previous Year. In Unit Pilkhani Distillery there is production of 3755797 BL in Current Year upto 26th February, 2011 as against 3993907 BL in Previous Year. Since the margin remained under pressure of Distillery products, your Distillery Units could not contribute to the profitability of the Company.

The Company has sold its unit Pilkhani Distillery & Chemical Works by execution of the Slump Sale Deed on 26.02.2011 with M/s Sainov Spirit Pvt. Ltd, New Delhi. The sale of unit Pilkhani Distillery & Chemical Works was approved by the Board of Directors of the Company in their meeting held on 17.07.2010 and by the shareholders through postal ballot on 09.09.2010.

DIRECTORS:

Smt. Manjula Viswanathan, Director of the Company expired on 19.12.2010. Smt. Manjula Viswanathan had been on the Board from 29.12.1975 as Director of the Company. She was actively associated with the affairs of the Company, rendered valuable guidance and sincere advice during her tenure as Director of the Company.

The following Directors of your Company are due to retire by rotation u/s 256 of the Companies Act, 1956. They are eligible for re-appointment and offer themselves for the same:-

1. Smt. Sudha Singhania

2. Shri Onke Aggarwal

The required information pursuant to clause 49 IV(G) of the Listing Agreement regarding experience, qualifications, name of the companies in which the above Directors hold directorship and membership of the Committee of the Board are given in the notice convening this Annual General Meeting against the relevant item of the Agenda.

Necessary resolutions for the re-appointment of the aforesaid directors have been included in the notice convening the ensuing Annual General Meeting.

None of the Directors of the Company are disqualified from being appointed as directors as specified in terms of Section 274 (1) (g) of the Companies Act, 1956.

AUDITORS:

M/s Basant Ram & Sons, Chartered Accountants, New Delhi, Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate to the effect that they have subjected themselves to the peer review process of The Institute of Chartered Accountants of India and hold a valid certificate issued by the 'Peer Review Board' of the said institute and their proposed re-appointment, if made, will be in accordance within the limits specified u/s 224 (1-B) of the Companies Act, 1956.

AUDITORS' OBSERVATIONS & AUDITORS REPORT:

There is no adverse observation in the Auditors' Report. The note on accounts referred to in the Auditors Report are self- explanatory and therefore, do not call for any further explanations/comments.

COST AUDITORS:

The Central Government approved the appointment of Mr. Rishi Mohan Bansal as Cost Auditors for conducting Cost Audit for Sugar and Industrial Alcohol business for the Financial Year 2010-11.

The Cost Audit Reports for the last audited accounts for the financial year ended March 31, 2010 was filed by the Cost Auditors with respect to Sugar and Industrial Alcohol business on 27.09.2010, which is within the due date of 27.09.2010.

FIXED DEPOSITS:

We report with satisfaction the confidence of the public in placing their fixed deposits with your Company. The total amount of fixed deposits as on 31st March, 2011 was Rs.4629.76 Lakhs as against Rs. 4962.50 Lakhs as on 31st March, 2010. Only a sum of Rs.5.53 Lakhs relating to 9 depositors was not claimed on due dates upto the end of financial year. The deposits of Rs.2.47 Lakhs relating to three depositors have been claimed and paid subsequently in the current financial year.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors), Rules, 1988 are provided in 'Annexure-1' and forms part of this Report.

PARTICULARS OF EMPLOYEES:

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended are given in 'Annexure -2' and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The detailed performance of both the business segments of the Company for the year ended 31st March, 2011 as required under Clause 49 of the Listing Agreement has been stated in the Management Discussion and Analysis Report in the section on Corporate Governance. Current year Prospects have also been discussed under this section of Corporate Governance.

CORPORATE GOVERNANCE:

The separate section on "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges is given in 'Annexure -3' and forms part of this Report.

CORPORATE GOVERNANCE - VOLUNTARY GUIDELINES:

The Board of Directors have taken cognizance of the 'Corporate Governance Voluntary Guidelines 2009' issued by the Ministry of Corporate Affairs (MCA) in December 2009. While the guidelines are recommendatory in nature, the Board recognises the importance and need to constantly re-visit governance practices thereby ensuring a sustainable business environment that generates long term value to all key stakeholders. The Board would consider adopting the relevant provisions of the said guidelines as and when deemed appropriate.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Directors confirm:

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

(ii) that they have selected such accounting policies, 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 the year ended on that date.

(iii) that they have 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 & the detecting fraud and other irregularities; and

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

LISTING ARRANGEMENT:

The shares of the Company continue to remain listed with the Bombay Stock Exchange Limited and Delhi Stock Exchange Limited and the annual listing fee for the year 2011-2012 has been paid to both the exchanges.

CURRENT YEAR PROSPECTS:

i) SUGAR

During the current Sugar Year beginning October, 2010, ICRA estimated the sugar production at 240-250 lakh tonnes. It was around 32% to 35% higher over the previous year, mainly on account of the improved cane acreage, adequate rains and in turn, increased productivity. However, with domestic consumption of around 230 lakh tonnes and export at around 10-15 lakh tonnes in sugar year 2010-11, total off-take is likely to match production. Thus the stock position at the end of sugar season 2010-11 is likely to report only a modest increase.

CANE PRICING :

The Central Government fixed Fair and Remunerative Price (FRP) for the sugar season 2010-11 of Rs. 139.12 per qtl. at 9.50% recovery with an increase of Rs. 1.46 per qtl. for 0.1% recovery as compared to the last sugar season. The U.P. Government fixed State Advised Price (SAP) of Rs. 205 per qtl. for general variety and Rs. 210 per qtl. for early maturing variety for the season 2010-11.

The Sugar recovery % of cane has further declined during the season 2010-11, as against season 2009-10 mainly in western U.P. The main reason for decline in recovery % at our sugar units was due to reduction of area under early maturing variety of cane. Further area under the variety CoSe 92423 for ratoon crop remained higher. The crop was also damaged by insects mainly White Grubs, Root Borers and Wilt, which resulted in fungus disease to the cane crop. The company has constituted a Cane Development Committee to identify the problems for low Sugar recovery and low Pol% in cane and also to take remedial steps for improvement in the Pol% in cane and to improve the recovery. The Committee has worked out an action plan in this regard which is being implemented.

SUGAR PRODUCTION :

It is estimated that the production of sugar during the current season 2010-11 will be around 240 lakh tonnes as against the earlier estimate of around 245 lakh tonnes. The estimated production is still higher as compared to 190 lakh tonnes in the sugar season 2009-10. With an opening stock of about 58 lakh tonnes, sugar availability in current season would be comfortable at around 300 lakh tonnes, which is more than the domestic consumption of around of 230 lakh tonnes.

Sugar production in India is expected to touch 255 lakh tonnes in the coming sugar season 2011-12, thereby keeping a lid on price increase.

SUGAR PRICE :

The Government of India revised levy ratio from 20% to 10% during the crushing season 2010-2011 and also increased the levy sugar price for the season 2010-11 from Rs.1742.95 to Rs.1832.60 per qtl.

Sugar prices fell sharply from their peak in late 2009/early 2010 and have been range-bound since then given higher than expected production in the current season. This has resulted in substantial losses for the sugar industry from the quarter ended March 31, 2010 onwards.

Going forward, any significant strengthening of domestic sugar prices in the near future (i.e. before the next season's production enters the market) is unlikely, unless Central Government relaxes the measures taken by it earlier to curb sugar prices.

OUTLOOK :

The sugar industry's long standing demand of deregulation was actively considered at the highest level of the government. However, the government was unable to take a decision and the industry waited anxiously for this development. It would be pertinent to indicate that globally the sugar industry is deregulated. Since India is the largest sugar consumer, deregulation would be in the broader interest of all stake holders, growers, millers and consumers as it would reduce the cyclic impact and minimise government intervention.

ii) ETHANOL BLENDING :

The decision to continue with 5% mandatory blending of ethanol with petrol has been reiterated by the Government after detailed discussions. The oil marketing Companies have now come forward to procure their requirement of 5% mandatory blending during 2010-11 sugar season. Supplies of ethanol have begun during the last week of October, 2010. However, the ethanol continues to be supplied on provisional prices of Rs.27/- per Ltr. ex-factory as fixed by the Government.

INDUSTRIAL RELATIONS:

The industrial relations have been cordial at all the plants of the Company during the year.

APPRECIATION:

Your Directors wish to place on record their sincere thanks and appreciation for the devoted services rendered by the employees of the Company at all levels. We also place on record our appreciation to the Financial Institutions, State Bank of India, Punjab National Bank, other business associates and Government Authorities for their valuable co-operation and support from time to time. We would also like to express our thanks to our Shareholders and Depositors for their continued confidence in the company. For and on behalf of the Board

Onke Aggarwal Chairman

Place : New Delhi Dated : 16th July, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 76th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS:

We feel satisfaction in reporting that notwithstanding the severe setback in the later part of the year, your Company has earned profit during the year. The summarised financial results are presented below:-

(Rs. in Lakhs)

For the Year ended For the Year ended March 31, 2010 March 31, 2009

- Net profit before

tax and depreciation 2916.16 1601.07

- Less: Provision for

depreciation 1456.12 1644.41

Net Profit/Loss(-) before Tax 1460.04 (-) 43.34

- Less/Add:Provision for Taxation:

Current Year 47.66 -

Relating to

earlier years 40.59 50.00

Deferred Tax

Liability 136.94 456.47

Fringe Benefit Tax - 225.19 19.00 525.47

Profit/Loss(-) after Tax 1234.85 (-) 568.81

DIVIDEND:

Your Directors recommend payment of dividend of Rs. 2/- per share (20%) for the year ended 31st March, 2010. The total dividend payout for the year under review, inclusive of corporate tax on dividend distribution, will be Rs.122.44 Lakhs. The balance distributable profit of Rs.1112.41 Lakhs is being transferred to General Reserves to make the total Reserves and Surplus as on 31.03.2010 at Rs.7804.57 Lakhs.

REVIEW OF OPERATIONS:

SUGAR DIVISION:

The manufacturing results of your both the sugar factories for the crushing season 2009-10 as compared to last crushing season are as under :-

Upper Doab Unn Sugar Sugar Mills Complex

Season Season

2009-10 2008-09 2009-10 2008-09

- Gross Working

days 150 135 140 114

- Cane Crushed

(Qtls.) 8142391 7018461 4028743 3160934

- Average Cane Crush per

Crop day (Qtls.) 54831 51989 28773 27830

- Manufacturing

losses (%) 2.24 2.09 2.09 1.96

- Steam Consumption

cane (%) 54.18 54.50 50.08 50.56

- Average Sugar

recovery (%) 9.03 8.95 9.23 8.95

- Total sugar

produced 735392 627842 371858 282904

The cane crushed has improved during the sugar season 2009-10 as against sugar season 2008-09 due to better yield of cane in the area and better crush rate per crop day.

Overall, considering the volatility witnessed by the sugar industry last year, the performance of the companys sugar units has been satisfactory.

CANE DEVELOPMENT:

The Company is giving top priority to develop high sugared and high yielding varieties of sugarcane in the reserved area of the factory. For this purpose, sizable expenses are also incurred on related activities, like development of roads in the area, supply of disease free cane seed & various pesticides at subsidised rates to the farmers besides educating them to grow such varieties of cane which are useful in the different parts of the cane crushing season. This is a continuous process and further steps for betterments are being explored and implemented.

DISTILLERY DIVISION:

The Distilleries could not utilise the optimum capacity mainly due to poor off take of finished goods due to competition, un-remunerative prices, increased discounts, unfavorable excise policy of the State Government. The Country Liquor business became un-remunerative on account

of changes in the Excise Policy. Net realisations on account of sale of Extra Neutral Alcohol and Rectified Spirit were also adversely affected on account of higher rate of Export Duty in the State as compared to the neighbouring States.

Both your Distilleries produced 9840335 BL in the current year as against 8820105 BL in the previous year. Since the margin remained under pressure of Distillery products, your Distillery Units could not contribute to the profitability of the Company.

Your Directors are of the view that it would be in the interest of the company to concentrate on the expansion of sugar business and thus propose to sell Pilkhani Distillery & Chemical Works unit, subject to the requisite approvals from various authorities including yours. Accordingly a MOU has been entered into for the disposal of the said unit. Your approval is proposed to be taken as required under the Companies Act, 1956 through a postal ballot.

DIRECTORS:

The tenure of directorship of Shri K.B. Lal got completed on 30.4.2010 and he resigned from the services of the Company. The Board places on record its gratitude for the valuable services rendered as Sr. Executive Director, Secretary and Director and matured guidance provided by him during his long tenure with the company.

The following Directors of your Company are due to retire by rotation u/s 256 of the Companies Act, 1956. They are eligible for re-appointment and offer themselves for the same:-

1. Shri R.C. Sharma

2. Shri Hemantpat Singhania

3. Smt. Manjula Viswanathan

The required information pursuant to Clause 49 IV (G) of the Listing Agreement regarding experience, qualifications, name of the companies in which the above Directors hold directorship and membership of the Committee of the Board are given in the notice convening this Annual General Meeting against the relevant item of the Agenda.

Necessary resolutions for the re-appointment of the aforesaid Directors have been included in the notice convening the ensuing Annual General Meeting.

None of the Directors of the Company is disqualified from being appointed as Directors as specified in terms of Section 274 (1) (g) of the Companies Act, 1956.

AUDITORS:

M/s Basant Ram & Sons, Chartered Accountants, New Delhi, Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate to the effect that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India and hold a valid certificate issued by the ‘Peer Review Board of the said Institute and their proposed re-appointment, if made, will be in accordance within the limits specified u/s 224 (1-B) of the Companies Act, 1956.

AUDITORS OBSERVATIONS:

There is no adverse observation in the Auditors Report.

FIXED DEPOSITS:

We report with satisfaction the confidence of the public in placing their fixed deposits with your Company. The total amount of fixed deposits as on 31st March, 2010 was Rs.4962.50 Lakhs as against Rs. 4089.74 Lakhs as on 31st March, 2009. Only a sum of Rs.1.17 Lakhs relating to three depositors was not claimed on due dates upto the end of financial year. The deposits of Rs.0.87 Lakhs relating to two depositors have been claimed and paid subsequently in the current financial year.

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

The particulars required under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors), Rules, 1988 are given in Annexure 1 and forms part of this Report.

PARTICULARS OF EMPLOYEES:

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended are given in ‘Annexure 2 and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The detailed performance of both the business segments of the Company for the year ended 31st March, 2010 as required under Clause 49 of the Listing Agreement has been stated in the Management Discussion and Analysis Report in the section on Corporate Governance. Current Year Prospects have also been discussed under this section of Corporate Governance.

CORPORATE GOVERNANCE:

The separate section on “Corporate Governance” including a certificate from the Auditors of the Company confirming compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges is given in ‘Annexure -3 and forms part of this Report.

CORPORATE GOVERNANCE – VOLUNTARY GUIDELINES:

The Board of Directors have taken cognizance of the ‘Corporate Governance Voluntary Guidelines 2009 issued by the Ministry of Corporate Affairs (MCA) in December 2009. While the guidelines are recommendatory in nature, the Board recognises the importance and need to constantly assess governance practices thereby ensuring a sustainable business environment that generates long term value to all key stakeholders. The Board would consider adopting the relevant provisions of the said guidelines as and when deemed appropriate.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors confirm:

(i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed by the company.

(ii) that they have selected such accounting policies, 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 the year ended on that date.

(iii) that they have 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 the detecting fraud and other irregularities; and

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

LISTING ARRANGEMENT:

The shares of the Company continue to remain listed with the Bombay Stock Exchange Limited and Delhi Stock Exchange Limited and the annual Listing Fee for the year 2010-2011 has been paid to both the exchanges.

CURRENT YEAR PROSPECTS:

The Sugar scenario has under gone adverse changes in the last quarter of the year. Higher input cost, a two fold increase in the levy sugar quota from 10% to 20% and falling prices have hit the sugar industry hard in the January to March, 2010

quarter. With a steep increase in the sugar production to 18.5 million tonnes against the initial estimates of 15 million tonnes coupled with import of raw and white sugar of about 4.5 million tonnes, the overall availability of sugar is now quite comfortable. The world sugar prices which were more than $750 per tonne in the month of January, 2010 have come down to $425 per tonne now. There is a significant drop in the sugar prices from Rs. 4000/- per qtl. at the end of January, 2010 to Rs. 2700/- per qtl. by the end of June, 2010. The imported sugar in excess of demand has further resulted in downward pressure on the prices of domestic sugar.

The sugar prices are expected to remain weak due to reluctance of the government to roll back the price control measures in place, as also cheaper import and likelihood of higher production of sugarcane and sugar in the coming season 2010-11 which is estimated at around 25 million tonnes against the consumption of 22 million tonnes at present. Sugar production is also expected to go up in the major sugar producing and exporting countries like Brazil, Thailand and Australia. This will further put pressure on the sugar prices and the factories will incur heavy losses unless some positive steps are taken by the Government for the survival of the Industry.

The Central Government has revised the levy sugar price on 21.06.2010 produced in the sugar season 2009-10. The incremental impact of upward revision in levy sugar price amounting to Rs.8,31,85,048/- has been considered and incorporated in the Annual Accounts ended on 31.03.2010.

INDUSTRIAL RELATIONS:

The industrial relations have been cordial at all the plants of the Company during the year.

APPRECIATION:

Your Directors wish to place on record their sincere thanks and appreciation for the devoted services rendered by the employees of the Company at all levels. We also place on record our appreciation to the Financial Institutions, Banks and Government Authorities for their valuable co-operation and support from time to time. We would also like to express our thanks to our Shareholders and Depositors for their continued confidence in the company.

For and on behalf of the Board Place : New Delhi Onke Aggarwal Dated : 17th July, 2010 Chairman