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Directors Report of Thiru Arooran Sugars Ltd.

Mar 31, 2015

Dear Members,

The Directors present their 59th Annual Report on the working of the Company for the year ended March 31,2015.

(Rs. in lakhs)

2014-15 2013-14

Profit / (Loss) before Interest & Depreciation (982.80) 3,588.83

Less : Interest and Finance Charges 5,265.13 4,523.57

Depreciation 784.37 1,539.90

Profit / (Loss) before Tax (7,032.30) (2,474.64)

Less : Provision for Taxation

- Deferred Tax (2,310.04) (879.12)

Profit / (Loss) after Tax (4,722.26) (1,595.52)

Balance brought forward from previous year 1,905.27 3,500.79

Surplus / (Loss) carried to Balance Sheet (2,816.99) 1,905.27

Dividend :

In view of the loss for the year, no dividend is being recommended.

Operations :

The operations for the period under report reflect the performance of the Sugar and Distillery Divisions. The overall performance of the Company was severely impacted by uneconomical realizations on sale of sugar. This was further exacerbated by significant reduction in quantum of cane crushed as compared to the previous year. The aforesaid factors have together contributed to the Company reporting an unprecedented Loss of Rs.472.23 million as against Loss After Tax of Rs.159.55 million for the previous year.

Sugar:

The performance of the Sugar Division was impaired by severe drought conditions in the command area of both sugar mills. As a result, the aggregate quantity of sugarcane crushed by both the factories during the year was lower at 5.24 lakh MTs as against 7.15 lakh MTs crushed during the previous year, though the combined sugar recovery was higher at 8.90 % as against 8.42% recorded in the previous year.

The Government of India fixed the Fair and Remunerative Price (FRP) of sugarcane for 2013-14 season at Rs.2,100/- per MT linked to average recovery of 9.5%, which translated to an FRP of Rs.2,100/- per MT for both the Tirumandankudi and the A.Chittur units.

However, with a view to enthusing farmers to plant more sugarcane for the 2013-14 season and having regard to the sugar prices ruling at the start of the season, the Company announced payment of Rs.2,250/- per MT for both the units, as against the State Advised price of Rs.2,550/- per MT linked to average recovery 9.5%. This apart, the Company has borne the entire cost of cane transport, the additional burden of which worked out to Rs.129/- per MT.

As against 60,371 MTs of sugar produced during the previous year, production for the year under review aggregated to 46,617 MTs.

Distillery:

The performance of the Distillery during the year has been gratifying. Alcohol production of 11,975 KL during the year, was almost the same as compared to 11,844 KL during the previous year and likewise, average realisation on sale of alcohol during the year was also higher as compared to the previous year.

Prospects for the 2014-15 season:

Sugar:

The Government of India fixed the Fair and Remunerative Price (FRP) of sugarcane for 2014-15 season at Rs.2,200/- per MT linked to average recovery of 9.5%, which translates to an FRP of Rs.2,200/- per MT for both the Tirumandankudi and the A Chittur units. Thereafter, the Government of Tamil Nadu announced the State Advised Price (SAP) for the 2014- 15 season at Rs.2,550/- per MT linked to average recovery of 9.5%. Since the SAP announced for 2014-15 season was way beyond the paying capacity of the industry, especially in the absence of any matching sugar realizations, the private sector sugar mills in the State continued to plead with the State Government, as in the previous year, for grant of suitable financial reliefs to facilitate payment of State Advised Price. Though, effective November 01,2014, the State Government removed the levy of Purchase Tax on sugarcane (Rs.60/- per MT), this relief was more than offset by the simultaneous introduction of VAT @ 5% ( and consequent CST @ 2%) on sale of sugar. This new impost had the instantaneous impact of rendering sugar produced in Tamil Nadu non-competitive even within Tamil Nadu, vis-a-vis sugar produced in the large-surplus States of Karnataka and Maharashtra, neither of which levy VAT / CST. With unabated inflow of sugar from these States, the sugar mills in Tamil Nadu suffered a severe erosion in selling price as well as offtake. Several representations made on behalf of the private mills, seeking waiver of the VAT levy, went unheeded, which in turn seriously impaired the ability of the sugar mills to pay any price in excess of FRP. Left with no other option, the private mills, through their Association, moved a Writ Petition before the Hon'ble High Court of Madras seeking quashing of the Government Order fixing SAP Pending disposal of the Writ, the private mills have agreed to pay an additional price of Rs.100/- per MT of sugarcane, over and above the FRP.

While so, the severe drought conditions prevailing across the State, consequent upon the third consecutive failure of the monsoons in 2014, have not only taken a heavy toll on cane yields and cane availability for the 2014-15 season, but also severely impacted planting of cane for supply during the 2015-16 season.

Sugar production in the country during 2014-15 season is estimated at 28.3 million MTs, which is in excess of projected domestic offtake of 25.1 million MTs. With production in excess of consumption for the fifth successive season, even considering the export of 1.1 million MTs, the closing stock is estimated at 9.6 million MTs. Hence, sugar prices in the domestic market have continued to remain at unviable levels. As a result, the entire industry has been subject to severe financial hardship during the year, which, in turn has led to accumulation of cane arrears at a record high.

In order to mitigate the financial crisis faced by the industry at large, so as to reduce the mounting cane price arrears, the Central Government has extended the following reliefs during the year under review:

i) Incentive of Rs.4,000/- per MT for the production and export of raw sugar for 2014-15 season.

ii) Hike in the import duty on sugar from 25% to 40%.

iii) Soft Loan for cane payment with 10% interest subvention

The aforesaid reliefs, however, are only short term palliatives at best, with no permanent solution, in the form of linkage of cane price to sugar realizations, in sight.

Distillery:

The steep reduction in cane crushing in the State during the 2014-15 season has had a significant impact on molasses and alcohol prices. Since the Company has built up adequate stocks of molasses and is also holding large stocks of alcohol, the performance of the Distillery is expected to be better compared to the financial year under review.

Subsidiary and Associate Companies:

The subsidiary Company viz. Terra Energy Ltd recorded a turnover of Rs.150.95 million and reported a Profit of Rs.5.25 million for the year as against a turnover of Rs.229.35 million and Profit of Rs.6.43 million for the previous year. The Associate Company viz. Shree Ambika Sugars Ltd recorded a turnover of Rs.3101.28 million and reported a Loss of Rs.803.61 million for the year as against a turnover of Rs.3132.7 million and Loss of Rs.273.49 million for the previous year.

Consolidated Financial Statements:

The Consolidated Financial Statements of the Company prepared in terms of Section 129 of the Companies Act,2013 read with the Companies (Accounts), Rules,2014 and as per the Listing Agreement, together with a separate statement containing the salient features of the financial performance of the subsidiary and associate companies and the Report of the Auditors thereof form part of the Annual Report.

As required under Section 136 of the Companies Act,2013, the Annual Report of the Company containing its standalone and consolidated financial statements and the Annual Accounts of the subsidiary and associate Companies and the related detailed information have been placed on the website of the Company www.tasugars.in.

The audited financial statements of the subsidiary and associate companies will be available for inspection by any shareholder at the Registered Office of the Company during the business hours upto the date of the Annual General Meeting. A copy of the audited financial statements of the subsidiary and associate companies will be made available to the shareholders of the Company on receipt of a request.

Directors and Key Managerial personnel:

Pursuant to Section 152 of the Companies Act, 2013, Mrs Malathi Ram Tyagarajan, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. As required under Clause 49 of the Listing Agreement, details of her qualification, expertise etc., are furnished in the Notice convening the forthcoming Annual General Meeting

The Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as stipulated under Section 149(6) of the Companies Act,2013 and Clause 49 of the Listing Agreement. The Independent Directors were fully kept informed of the Company's operations in all its segments. During the year under review, a separate meeting of Independent Directors was held on March 25, 2013. As required u/s 134 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has evaluated its own performance and the performance of the various Committees of the Board and also the Directors individually.

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a Policy for selection and appointment of Directors and Key Managerial Personnel and the criteria for determining qualifications, positive attributes and independence of Directors. Policy on selection of Directors and Remuneration Policy is stated in the Corporate Governance Report.

Six meetings of the Board of Directors were held during the year and the details thereof are given in the Report on Corporate Governance.

Directors' Responsibility statement:

Pursuant to Section 134(3)(c), the Directors confirm:

i) that in the preparation of the Annual Accounts for the Year ended March 31,2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors 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 on March 31,2015 and of the Loss of the Company for the year ended on that date;

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

iv) that the Directors have prepared the annual accounts on a going concern basis;

v) that the Directors have laid down internal financial controls to be followed by the Company and that the said internal financial controls are adequate and are operating effectively; and

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

Corporate Governance and Management Discussion and Analysis Reports:

The Corporate Governance and Management Discussion and Analysis Reports form an integral part of this Report and are set out as Annexure I and II to this Report. The Certificate from the Auditors of the Company certifying compliance of conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is also annexed to the Report on Corporate Governance.

Fixed Deposits:

26 Deposits aggregating to Rs.0.958 million due for repayment on or before March 31,2015 were not claimed by the depositors on that date. As on the date of the Report, deposits aggregating to Rs.0.204 million thereof have been claimed and paid. The Company has discontinued acceptance of deposits from the public since April 01,2014. As required under Section 74 of the Companies Act, 2013, deposits outstanding as on March 31,2014 have been repaid along with interest due thereon on the due date or within one year from April 01,2014, whichever is earlier.

Auditors

Statutory Auditors: th

The Company at its 58 Annual General Meeting (AGM) held on September 29, 2014 appointed M/s. S.N.S. Associates, Chartered Accountants, Chennai, having Firm Registration No.006297S allotted by The Institute of Chartered Accountants of India, as Statutory Auditors of the Company to hold office for three consecutive years from the conclusion of the aforesaid AGM, subject to ratification at every AGM. The Auditors' Report for the year ended March 31,2015 does not contain any qualification or adverse remark and the same is attached with the Annual Report. The Company has obtained certificate under Section 141 of the Companies Act, 2013 from M/s. S.N.S. Associates confirming their eligibility for being the Statutory Auditors of the Company for the Financial Year 2015-16.

Cost Auditors:

As per the Companies (Cost Records and Audit) Rules, 2014, Company's cost accounting records are subject to Cost Audit. The Board of Directors, on the recommendation of the Audit Committee, have appointed M/s. Vaasan Co., Cost Accountants, as the Cost Auditor to audit the cost accounting records maintained by the Company for the Financial Year 2015-16, on a remuneration of Rs.60,000/-, apart from Service Tax and reimbursement of travel and out-of-pocket expenses that they may incur in connection with the audit. The Company has received certificate from M/s. Vaasan Co. confirming their eligibility as required under Section 141 of the Companies Act, 2013. As required under the Companies Act,2013, a resolution seeking ratification of the Shareholders, for payment of remuneration as above approved by the Board of Directors, is included in the Notice convening the Annual General Meeting.

The Cost Audit Report for the year ended March 31,2014 was filed by the Cost Auditor on September 27, 2014, within the stipulated deadline of September 30, 2014.

Secretarial Auditors:

Pursuant to Section 204 of the Companies Act,2013, the Board of Directors have appointed M/s. R Sridharan and Associates, Practicing Company Secretaries, as the Secretarial Auditor to carry out the secretarial audit for the Financial Year 2014-15. The Secretarial Audit Report of M/s. R Sridharan and Associates is annexed as Annexure III to the Report. The said Report does not contain any qualification, reservation or adverse remark.

Internal control and their adequacy:

The Company has adequate internal control system to ensure to ensure that the assets of the Company are safeguarded, all the transactions are authorised and accounted for and all statutory obligations are complied with. The internal audit is carried out by one of the Senior Executives of the Company who attends the meetings of the Audit Committee and his Reports are placed at regular intervals before the Audit Committee for its scrutiny.

DISCLOSURES:

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo.

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure IV to this Report, pursuant to Section 134(3)(m) of the Companies Act,2013 read with the Companies (Accounts) Rules 2014.

Corporate Social Responsibility

Section 135 of the Companies Act,2013 has mandated companies having minimum net worth of Rs.500 crores or turnover of Rs.1000 crores or a net profit of Rs.5 crores during any financial year to constitute a Corporate Social Responsibility Committee of the Board. As the Company does not meet any of the aforesaid stipulations, it remains outside the purview of Section 135 of the Companies Act,2013 and accordingly, is not required to make any disclosure in terms of the aforesaid Section.

Annual Return

Extract of Annual Return in the prescribed form is given as Annexure V to this Report as required under Section 134(3)(e) of the Companies Act,2013 read with the Companies (Accounts) Rules 2014.

Employees' remuneration

The Company does not have any employee drawing remuneration warranting disclosure under Section 197 of the Companies Act,2013 read with the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014. Details as required under Section 197(12) are given in the Annexure VI to this Report.

Details of related party transactions

All related party transactions entered into during the financial year were on arm's length basis and were in the ordinary course of business. All related party transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseeable and repetitive in nature. Particulars of contracts or arrangements with Related Party referred to in Section 188 (1) of the Companies Act, 2013 read with the Companies (Accounts) Rules,2014 in furnished in Form AOC - 2 (Annexure - VII).

Audit Committee

The Audit Committee comprises Mr R Vijayaraghavan, as Chairman, Mr V Thirupathi and Mr R V Tyagarajan, as Members.

Details of loans / guarantees / investments made

The Company has not given any loan or any guarantee or made any investment during the financial year under review in terms of Section 186 of the Companies Act, 2013.

Other disclosures:

There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operations in future. There is no change in the nature of business of the Company during the year under review. There are no material changes and commitments in the business operations of the Company during the period from the close of the Financial Year 2014- 15 to the date of this Report.

During the year under review, there were no complaints/cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibitions and Redressal) Act, 2013.

Acknowledgement :

Your Directors wish to place on record their sincere thanks and appreciation to the Shareholders, Sugarcane Growers, Employees, Bankers, and also the Central and State Governments for their continued cooperation and support.

On behalf of the Board

R V Tyagarajan Chairman and Managing Director September 24, 2015


Mar 31, 2014

Dear Shareholders,

The Directors present their 58th Annual Report on the working of the Company for the year ended March 31,2014.

(Rs. in lakhs) 2013-14 2012-13

Profit before Interest & Depreciation 3,588.83 4,196.36

Less : Interest and Finance Charges 4,523.57 2,336.69 Depreciation 1,539.90 1,383.76

Profit / (Loss) before Tax (2,474.64) 475.91

Less : Provision for Taxation

- Income Tax - 104.03 - Deferred Tax (879.12) 132.46

Profit / (Loss) after Tax (1,595.52) 239.42

Balance brought forward from previous year 3,500.79 3,261.37

Profit available for appropriation 1,905.27 3,500.79

Surplus carried to Balance Sheet 1,905.27 3,500.79

Dividend :

In view of the loss for the year, no dividend is being recommended.

Operations :

The operations for the period under report reflect the performance of the Sugar and Distillery Divisions. The overall performance of the Company did not measure up to its potential, mainly because the Sugar Division continued to be plagued by uneconomical realizations on sale of sugar. This was further exacerbated by significant reduction in crushing quantity coupled with lower recovery as compared to the previous year. All these factors have together contributed to the Company reporting a Loss of Rs.247.39 million as against Profit Before Tax of Rs.47.59 million for the previous year.

Sugar:

The performance of the Sugar Division was impacted by severe drought conditions in the command area of both sugar mills. As a result, the aggregate quantity of sugarcane crushed by both the factories during the year was lower at 7.15 lakh MTs as against 12.39 lakh MTs crushed during the previous year, and likewise the combined sugar recovery was also lower at 8.42 % as against 8.96% recorded in the previous year.

The Government of India fixed the Fair and Remunerative Price (FRP) of sugarcane for 2012-13 season at Rs.1,700/- per MT linked to average recovery of 9.5%, which translated to an FRP of Rs.1,700/- per MT for both the Tirumandankudi and the A.Chittur units.

However, with a view to enthusing farmers to plant more sugarcane for the 2012-13 season and having regard to the sugar prices ruling at the start of the season, the Company announced payment of Rs.2,250/- per MT for both the units, as against Rs.2,000/- per MT for the previous season, in line with the State Advised Price of Rs.2250/- per MT linked to average recovery 9.5%. This apart, the Company has borne the entire cost of cane transport, the additional burden of which worked out to Rs.125/- per MT.

As against 1,10,987 MTs of sugar produced during the previous year, production for the year under review aggregated to 60,371 MTs.

Distillery:

The performance of the Distillery during the year has been gratifying. Alcohol production during the year was higher at 11,844 KL compared to 9,938 KL during the previous year and likewise, average realisation on sale of alcohol during the year was also higher as compared to the previous year.

Prospects for the 2013-14 season:

Sugar:

The Government of India fixed the Fair and Remunerative Price (FRP) of sugarcane for 2013-14 season at Rs.2,100/- per MT linked to average recovery of 9.5%, which translates to an FRP of Rs.2,100/- per MT for both the Tirumandankudi and the A Chittur units. Thereafter, the Government of Tamil Nadu announced the State Advised Price (SAP) for the 2013-14 season at Rs.2,550/- per MT linked to average recovery of 9.5%. The SAP announced for 2013-14 season being way beyond the paying capacity of the industry, especially in the absence of any increase in sugar realizations, the private sugar sector mills have sought subsidies and various financial reliefs from the State Government to enable the payment of the increase in SAP over the previous season.

While so, the severe drought conditions prevailing across the State, consequent upon the second consecutive failure of the monsoons in 2013 have not only taken a heavy toll on cane yields and cane availability for the 2013-14 season, but also severely impacted planting of cane for supply during the 2014-15 season.

Sugar production in the country during 2013-14 season is estimated at 24.3 million MTs, which is in excess of projected offtake of 23.7 million MTs. With production in excess of consumption for the fourth successive season, even considering export of 2.2 million MTs, the closing stock is estimated at around 0.8 million MTs. Hence, sugar prices in the domestic market have continued to remain stagnant and unviable and the entire industry has been subject to severe financial hardship during the year, primarily on account of the increased mismatch between higher sugarcane prices and lower sugar realizations. In order to mitigate the financial crisis faced by the industry at large, so as to reduce the mounting cane price arrears, the Central Government has extended the following reliefs:

i) Scheme for Extending Financial Assistance to Sugar Undertakings (SEFASU) in terms of which, the sugar mills were eligible to avail a loan for an amount equivalent to excise duty paid by the respective sugar mill in the preceding 3 sugar seasons, with interest subvention of up to 12% p.a. by the Central Government.

ii) Incentive of Rs.3,300/- per MT for the production and export of raw sugar.

The aforesaid reliefs, however, are at best, only short term palliatives, with no permanent solution, in form of linkage of cane price to sugar realisations, in sight.

Distillery:

The steep reduction in cane crushing in the State during the 2013-14 season has had a significant impact on molasses and alcohol prices. Since the Company has built up adequate stocks of molasses and is also holding large stocks of alcohol, the performance of the Distillery is expected to be better compared to the financial year under review.

Subsidiary Company:

The subsidiary Company viz. Terra Energy Ltd recorded a turnover of Rs.229.35 million and reported a Profit of Rs.6.43 million for the year as against a turnover of Rs.334.16 million and Profit of Rs.38.08 million for the previous year.

The Ministry of Corporate Affairs, Government of India, vide General Circular dated February 08, 2011, has directed that provisions of Section 212 of the Companies Act, 1956 shall not apply in relation to subsidiaries of those companies which fulfill the conditions specified in the aforesaid circular. Your Company fulfills the said conditions and accordingly, the Annual Report and other particulars of the subsidiary Company are not attached to this Annual Report. However, a statement of particulars of the subsidiary Company has been attached along with the audited Consolidated Financial Statement. The Company shall provide copy of the Annual Report and other documents of the subsidiary Company as required under Section 212 of the Companies Act, 1956 to the Members of the Company and also to the Members of the subsidiary Company on request. The Annual Report containing the audited accounts of the subsidiary Company is also kept open for inspection by any Member at the Registered Office of the Company and that of the subsidiary Company. The details of accounts of the subsidiary Company have been placed on the website of the Company. The Consolidated Financial Statement presented by the Company includes the financial results of the subsidiary Company.

The Statement under Section 212(3) of the Companies Act,1956 is separately annexed.

Consolidated Financial Statements: The Consolidated Financial Statements prepared by the Company, in accordance with the applicable Accounting Standard issued by the Institute of Chartered Accountants of India and the report of the Auditors thereon form part of the Annual Report.

Directors:

Dr A Ramachandran resigned from the Board of Directors of the Company effective Nov 08,2013, for health reasons. Dr Ramachandran had been a member of the Board for close to two decades and had served the Company with distinction and dedication. Mr B Viswanathan, Director, who retires by rotation at the ensuing Annual General Meeting, though eligible for reappointment, has informed that he does not wish to seek reappointment. The Board of Directors place on record its sincere appreciation for the invaluable guidance and services rendered by Dr A Ramachandran and Mr B Viswanathan to the Company

Mr R Vijayaraghavan, Director appointed by the Board in the casual vacancy caused by the resignation of Dr A Ramachandran (who would have retired by rotation at the ensuing Annual General Meeting had he continued) holds office up to the ensuing AGM.

Pursuant to Section 149 of the Companies Act,2013, the Company proposes to appoint Mr R Vijayaraghavan and Mr V Thirupathi, Director, liable to retire by rotation at the Annual General Meeting to be held in 2015, as Independent Directors at the ensuing Annual General Meeting. As required in terms of Clause 49 of the Listing Agreement, details of their qualification, expertise etc., are furnished in the Notice convening the ensuing Annual General Meeting.

Directors'' Responsibility statement:

As required under Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

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

(ii) the Directors 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 view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for that year;

(iii) the Directors 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 detecting fraud and other irregularities; and

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

Corporate Governance and Management Discussion and Analysis Reports:

The Corporate Governance and Management Discussion and Analysis Reports form an integral part of this Report and are set out as separate annexures to this Report. The Certificate from the Auditors of the Company certifying compliance of conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is also annexed to the Report on Corporate Governance.

Fixed Deposits:

24 Deposits aggregating to Rs.1.165 million due for repayment on or before March 31,2014 were not claimed by the depositors on that date. As on the date of the Report, deposits aggregating to Rs.0.02 million thereof have been claimed and paid. The Company has discontinued acceptance of deposits from the public since April 01, 2014. As required under Section 74 of the Companies Act, 2013, deposits outstanding as on March 31, 2014 shall be repaid along with interest due thereon on the due date or within one year from April 01, 2014 whichever is earlier.

Auditors :

The statutory auditors, M/s. S.N.S. Associates, Chartered Accountants, Chennai, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

The Board, on the recommendation of the Audit Committee, has proposed that M/s. S.N.S. Associates, Chartered Accountants, Chennai, be appointed as Statutory Auditors of the Company for a period of three years at the ensuing Annual General Meeting of the Company. M/s. S.N.S. Associates, Chartered Accountants, have conveyed their willingness for their appointment as Statutory Auditors of the Company and have provided the requisite certificates as per Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditor) Rules, 2014.

Cost Auditors:

Pursuant to the directives of the Central Government under Section 233B of the Companies Act,1956, M/s. Vaasan Co., Cost Accountants have been appointed to conduct the Cost Audit relating to Sugar and Industrial Alcohol for the year ended March 31, 2014.

The Cost Audit Reports relating to manufacture of Sugar and Industrial Alcohol for the year ended March 31, 2013 were filed by M/s. Vaasan Co., Cost Accountants, Cost Auditors of the Company on September 28, 2013.

Statutory Information:

Particulars of employees'' remuneration u/s. 217 (2-A) of the Companies Act,1956:

The Company does not have any employee drawing remuneration warranting disclosure under the Companies (Particulars of Employees) Rules, 1975.

The information required as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in the Annexure forming part of this report.

Acknowledgement :

Your Directors wish to place on record their thanks and appreciation to the Shareholders, Sugarcane Growers, Employees, Bankers, Financial Institutions and also the Central and State Governments for their continued cooperation and support.



On behalf of the Board

R V Tyagarajan Chairman and Managing Director May 9, 2014


Mar 31, 2013

The Directors present their 57th Annual Report on the working of the Company for the year ended March 31,2013.

(Figures in Lacs) 2012-13 2011-12 (12 months) (15 months)

Profit before Interest & Depreciation 4,196.36 4,137.78

Less:Interest and Finance Charges 2,336.69 2,353.95

Depreciation 1,383.76 1,722.91

Profit before Tax 475.91 60.92

Less : Provision for Taxation

- Income Tax 104.03 106.11

- Deferred Tax 132.46 (108.94)

Profit after Tax 239.42 63.75

Balance brought forward from previous year 3,261.37 3,197.62

Profit available for appropriation 3,500.79 3,261.37

Surplus carried to Balance Sheet 3,500.79 3,261.37

Dividend :

In view of inadequate profit for the year, no dividend is being recommended.

Operations :

The operations for the period under report reflect the performance of the Sugar and Distillery Divisions. Though the cane crushed and sugar production during the year under review were lower than in the previous year, the financial performance was better and the Company has registered Profit Before Tax of Rs.47.59 million as against Rs.6.10 million for the previous year.

Sugar:

The quantity of sugarcane crushed by both the factories during the year was lower at 1.239 million MTs as against 1.598 million MTs crushed during the previous 15 month period. The sugar recovery was marginally lower at 8.96% as against 9.11% recorded in the previous year.

The Government of India had fixed the Fair and Remunerative Price (FRP) of sugarcane for 2011-12 season at Rs.1,450/- per MT linked to average recovery of 9.5%, which translated to an FRP of Rs.1,450/- per MT for both the Tirumandankudi and the A.Chittur units.

However, with a view to enthusing farmers to plant more sugarcane for the 2011-12 season and having regard to the State Advised Price announced by the Government of Tamil Nadu, viz. Rs.2,000/- per MT linked to average recovery of 9.5%, the Company announced payment of an additional amount of Rs.550/- per MT. Accordingly the actual cane price paid by the Company worked out to Rs.2,000/- per MT, for both the units, as against Rs.1900/- per MT for the previous season. This apart, the Company has borne the entire cost of cane transport, the additional burden of which worked out to Rs.115/- per MT.

As against 1,48,400 MTs of sugar produced during the previous 15 month period, production for the year under review aggregated to 1,10,987 MTs.

Distillery:

During the year under review, alcohol production was lower at 9,938 KL compared to 18,750 KL during the previous 15 month period, due to the ongoing modernisation of the Distillery and revamp of the Effluent Treatment Plant.

Average realisation on sale of alcohol during the year under review was higher as compared to the previous year.

Prospects for the 2012-13 season:

Sugar:

The Government has fixed the Fair and remunerative Price (FRP) of sugarcane for 2012-13 season at Rs.1,700/- per MT linked to average recovery of 9.5% which translates to an FRP of Rs.1,700/- per MT for both the Tirumandankudi and the A Chittur units. Thereafter, the Government of Tamil Nadu has announced State Advised Price for the 2012-13 season at Rs.2,250/- per MT linked to average recovery of 9.5%.

With a view to ensuring a remunerative and competitive price for sugarcane vis-à-vis other competing crops, your Company has announced a price of Rs.2,250/- per MT for both the units, apart from absorbing the entire cost of cane transport. However, the severe drought conditions prevailing across the State, consequent to the failure of the monsoons in 2012 have not only taken a heavy toll on cane yields and cane availability for the 2012-13 season, but also impacted planting of cane for supply during the 2013-14 season.

Sugar production in the country during 2012-13 season is estimated at 25 million MTs, which is in excess of projected offtake of 23 million MTs. With production in excess of consumption for the third successive season and estimated closing stock at 8.8 million MTs i.e 38% of consumption, sugar prices in the domestic market have remained subdued. Likewise, the global scenario is also in surplus for the third consecutive year, with international prices ruling at levels that are unviable for export of Indian sugar in any appreciable measure.

Further to the recommendations of the Dr. C. Rangarajan Committee, the Government of India has removed the levy sugar obligation on sugar mills with effect from October 01,2012 and by doing so, has shifted the subsidy burden on PDS sugar from the industry to itself. The release mechanism for sale of non-levy sugar has also been dismantled, thereby enabling the industry to sell sugar at its discretion and better manage its cash flows. However, the more far reaching recommendations of the Committee in respect of sugarcane viz. the linking of sugarcane prices to sugar realisations and abolition of both cane area reservation and minimum distance criteria for locating new sugar mills, have been left to the decision of the State Governments.

Distillery:

The projected 25% reduction in cane crushing in the State during the 2012-13 season is bound to have a significant impact on molasses and alcohol prices. Since the Company has adequate stocks of molasses and is also holding large stocks of alcohol, the performance of the Distillery is expected to be significantly better compared to the year under review.

Subsidiary Company:

The subsidiary Company viz. Terra Energy Ltd recorded a turnover of Rs.334.16 million and reported a Profit of Rs.38.08 million for the year as against a turnover of Rs.353.77 million and Profit of Rs.18.92 million for the previous year.

Consolidated Financial Statements:

The Consolidated Financial Statements prepared by the Company in accordance with the applicable Accounting Standard issued by the Institute of Chartered Accountants of India and the report of the Auditors thereon form part of the Annual Report.

Directors:

Mr V Thirupathi and Mrs Malathi Ram Tyagarajan, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Directors'' Responsibility statement:

As required under Section 217(2AA) of the Companies Act,1956, the Directors confirm that:

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

(ii) the Directors 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 view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that year;

(iii) the Directors 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 detecting fraud and other irregularities; and

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

Corporate Governance and Management Discussion and Analysis Reports:

The Corporate Governance and Management Discussion and Analysis Reports form an integral part of this Report and are set out as separate annexures to this Report. The Certificate from the Auditors of the Company certifying compliance of conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is also annexed to the Report on Corporate Governance.

Fixed Deposits:

26 Deposits aggregating to Rs.1.203 million due for repayment on or before March 31,2013 were not claimed by the depositors on that date. The position remains the same as on the date of this report.

Auditors :

The statutory auditors, M/s. S.N.S. Associates, Chartered Accountants, Chennai, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Cost Auditors:

Pursuant to the directives of the Central Government under Section 233B of the Companies Act,1956, M/s. Vaasan Co., Cost Accountants have been appointed to conduct Cost Audits relating to Sugar and Alcohol for the year ended March 31,2013.

The Cost Audit Reports relating to manufacture of Sugar and Alcohol for the 15 month period ended March 31,2012 were filed by the Cost Auditor on December 22,2012 and December 24,2012 respectively, well within the stipulated deadline of February 28,2013.

Statutory Information:

Particulars of employees'' remuneration u/s. 217 (2-A) of the Companies Act, 1956:

The Company does not have any employee drawing remuneration warranting disclosure under the Companies (Particulars of Employees) Rules, 1975.

The information required as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988, is given in the Annexure forming part of this report.

Acknowledgement :

Your Directors wish to place on record their thanks and appreciation to the Shareholders, Sugarcane Growers, Employees, Bankers, Financial Institutions and also the Central and State Governments for their continued cooperation and support

On behalf of the Board R V Tyagarajan Chairman and Managing Director

May 29, 2013


Mar 31, 2012

The Directors present their 56th Annual Report on the working of the Company for the fifteen month period ended March 31, 2012.

(Figures in Rupees)

2011-2012 2010 (15 months) (12 months)

Profit before Interest & Depreciation 405,046,915 420,046,255

Less: Interest and Finance Charges 226,654,405 276,920,947

Depreciation 172,290,755 126,518,689

Profit / (Loss) before Tax 6,101,755 16,606,619 Less : Provision for Taxation

- Income Tax 10,611,165 6,700,000

- Wealth Tax 10,000 -

- Deferred Tax (10,894,059) (17,795,307)

Profit / (Loss) after Tax 6,374,649 27,701,926

Balance brought forward from previous year 319,762,464 292,060,538

Profit available for appropriation 326,137,113 319,762,464

Surplus carried to Balance Sheet 326,137,113 319,762,464

Dividend :

In view of inadequate profit for the year, no dividend is being recommended.

Operations :

The operations for the period under report reflect the performance of the Sugar and Distillery Divisions. Though the quantum of cane crushed and recovery were both significantly higher than in the previous year, the financial performance during the 15 month period was impaired by the lower realization on the sale of free sugar. Consequently the Company could report only a marginal Profit Before Tax of Rs.6.10 million as against Rs.16.61 million for the previous year.

Sugar:

The quantity of sugarcane crushed by both the factories during the 15 month period was considerably higher at 1.598 million MTs compared to 0.75 million MTs crushed during the previous year. The sugar recovery was higher at 9.11 % as against 8.66% recorded in the previous year. During this period, your Company also processed 2,406 MTs of imported raw sugar into white sugar for sale in the domestic market.

The Government of India had fixed the Fair and Remunerative Price (FRP) of sugarcane tor 2010-11 season at Rs. 1,391.20 per MT linked to average recovery of 9.5%, which translated to a price of Rs.1,391.20 per MT for both the Tirumandankudi and the A.Chittur units.

However, with a view ,o enthusing farmers to plant more sugarcane for the 2010-11 season and having regard to the State Advised Price announced by the Government of Tamil Nadu, viz.Rs.l,900/' per MT linked to average recovery of 9.5%, the Company announced payment of an additional amount of Rs.508.80 per MT. Accordingly the actual cane price paid by the Company worked out to Rs.l,900/- per MT, for both the units, as against Rs.1 701/- per MT for the previous season. This apart, the Company has borne the entire cost of cane transport, the additional burden whereof worked out to Rs.1 14/- per MT.

As against 1,29,794 MTs of sugar produced during the previous year, production for the 15 month period under review aggregated to 1,48,400 MTs, including 2,726 MTs produced from imported raws.

Distillery:

During the period under review, alcohol production at the Distillery was 18,750 KL as against 17,201 KL during the previous year.

Average realisation on sale of alcohol during the period under review was marginally higher as compared to the previous year.

Prospects for the 2011-12 season:

Sugar:

The Government of India has fixed the Fair and Remunerative Price (FRP) of sugarcane for 2011-12 season at Rs. 1,450/- per MT linked to average recovery of 9.5% which translates to a price of Rs.l,450/- per MT for both the Tirumandankudi and the A.Chittur units. Thereafter, the Government of Tamil Nadu has announced State Advised Price for the 2011-12 season at Rs.2000/- per MT linked to average recovery of 9.5%. With a view to ensuring a remunerative and competitive price for sugarcane vis-a-vis other competing crops, your Company has announced a price of Rs. 2,000/- per MT for both the units, apart from absorbing the entire cost of cane transport. It is hoped that this substantial increase in price will enthuse farmers to plant more sugarcane for supply during the ensuing 2012-13 season.

The cane availability during the sugar year 2011 -12 is likely to be higher than in 2010-11, in keeping with the general trend in the State. Sugar production in the country during 2011 -12 season is projected to touch 26 million MTs. In view of the comfortable opening stock of around 6.8 million MTs and production estimates in excess of projected domestic offtake, the Government has permitted export of sugar and the same is expected to be of the order of 3.5 million MTs.

Distillery:

The projected increase in cane crushing in the State during the 2011-12 season is bound to impact molasses and alcohol prices. In this scenario, the performance of the Distillery is not expected to be significantly different from that during the year under review.

Subsidiary Company:

The subsidiary Company viz. Terra Energy Ltd recorded a turnover of Rs.3,49.67 million and reported a Profit of Rs.l 8.92 million for the 15 month period as against a turnover of Rs.500.70 million and loss of Rs.24.85 million for the previous year.

Directors:

Mr B Viswanathan was appointed as an Additional Director with effect from August 23, 2011. He will hold office upto the date of the ensuing Annual General Meeting and the Company has received a notice under Section 257 of the Companies Act, 1956 from a member, proposing Mr B Viswanathan for appointment as Director of the Company.

Dr A Ramachandran, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Directors' Responsibility statement:

As required under Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

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

(ii) the Directors 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 view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that year;

(iii) the Directors 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 detecting fraud and other irregularities; and

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

Corporate Governance and Management Discussion and Analysis Reports:

The Corporate Governance and Management Discussion and Analysis Reports form an integral part of this Report and are set out as separate annexures to this Report. The Certificate from the Auditors of the Company certifying compliance of conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is also annexed to the Report on Corporate Governance.

Fixed Deposits :

30 Deposits aggregating to Rs.1.24 million due for repayment on or before March 31, 2012 were not claimed by the depositors on that date. As on the date of the Report, the position remains the same as above.

Auditors :

The statutory auditors, M/s. S.N.S. Associates, Chartered Accountants, Chennai, retire at the conclusion of the forth coming Annual General Meeting and being eligible, offer themselves for reappointment.

Statutory Information:

Particulars of employees' remuneration u/s. 217 (2-A) of the Companies Act, 1956:

The Company does not have any employee drawing remuneration warranting disclosure under the Companies (Particulars of Employees) Rules, 1975.

The information required as per Section 217(l)(e) to the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

Acknowledgement :

Your Directors wish to place on record their thanks and appreciation to the Shareholders, Sugarcane Growers, Employees, Bankers, Financial Institutions and also the Central and State Governments for their continued cooperation and support.

On behalf of the Board

R V Tyagarajan

Chairman and Managing Director

May 12, 2012


Dec 31, 2010

The Directors present their 55th Annual Report on the working of the Company for the year ended December 31, 2010.

(Figures in Rupees)

2010 2008-2009 (12 months) (15 months)

Profit before Interest & Depreciation 420,046,255 1,317,405,490

Less: Interest and Finance Charges 276,920,947 370,884,717

Depreciation 126,518,689 169,638,434

Profit / (Loss) before Tax 16,606,619 776,882,339

Less : Provision for Taxation

- Income Tax 6,700,000 138,830,965

- Fringe Benefit Tax - 607,022

- Wealth Tax - 2,350

- Deferred Tax (17,795,307) 222,015,055

Profit / (Loss) after Tax 27,701,926 415,426,947

Balance brought forward from previous year 292,060,538 (28,806,404)

Profit available for appropriation 319,762,464 386,620,543 Appropriation:

Transfer to General Reserve - 41,600,000

Proposed Dividend on Equity Shares - 45,266,896

Tax and Cess on distributed Profit - 7,693,109

Surplus carried to Balance Sheet 319,762,464 292,060,538

Total 319,762,464 386,620,543

Dividend :

In view of inadequate profit for the year, no dividend is being recommended.

Operations :

The operations for the period under report reflect the performance of the Sugar and Distillery Divisions. The performance of the Company during the year under review was impacted due to a steep reduction in cane crushing coupled with a significant decline in recovery. This was further exacerbated by reduced realisation on the sale of free sugar and a simultaneous increase in the quota of levy sugar. Consequently the Company could report only a marginal Profit before Tax of Rs. 16.61 million as against Rs.776.88 million for the previous 15 month period. The severity of impact of these adverse factors was to some extent mitigated by the processing of imported raw sugar.

Sugar:

The quantity of sugarcane crushed by both the factories during the year was considerably lower at 0.75 million MTs compared to 1.214 million MTs crushed during the previous 15-month period ended December 31,2009. The sugar recovery was also lower at 8.66% as against 9.20% recorded in the corresponding period of the previous financial year. The lower cane crush and recovery were in line with the general trend witnessed by the industry across the country. To overcome the financial impact of the shortfall in cane availability, your Company had processed 69,012 MTs of imported raw sugar into white sugar for sale in the domestic matket.

The Government of India had fixed the Fair and Remunerative Price (FRP) of sugarcane for 2009-10 season at Rs.1,298.40 per MT linked to average recovery of 9.5%, which translated to a price of Rs. 1,298.40 per MT for both the Tirumandankudi and the A.Chittur units, an increase of almost 50% over the Statutory Minimum Price (SMP) of Rs.865.80 per MT fixed for both the units for the 2008-09 season.

However, with a view to enthusing farmers to plant more sugarcane for the 2009-10 season and having regard to the State Advised Price announced by the Government of Tamil Nadu, viz. of Rs. 1,537.40 per MT linked to average recovery of 9.5%, the Company announced payment of an additional amount of Rs.402.60 per MT. Accordingly the actual cane price paid by the Company worked out to Rs. 1,701/- per MT, for both the units, as against Rs. 12 20/- per MT for the previous season. This apart, in a sharp departure from the long standing practice of extending subsidy for cane transport only in excess of 10 kms., all private sector sugar mills fell in line with the State Governments directive to extend subsidy for the entire cost of cane transport, regardless of distance. The additional burden thereof worked out to Rs.98/- per MT.

As against production of 1,11,174 MTs of sugar during the previous 15 month period, production for the year under review aggregated to 1,29,794 MTs, including 64,430 MTs produced from imported raws. Apprehending a shortfall in sugar production, the Government increased the levy quota from 10% to 20% for the 2009-10 season.

Distillery:

During the year under review, alcohol production at the Distillery was 17,201 KL as against 23,545 KL during the previous 15 month period. Average realisation on sale of alcohol during the year under review was lower as compared to the previous period.

Prospects for the 2010-11 season:

Sugar:

Tire Government of India has fixed the Fair and Remunerative Price (FRP) of sugarcane for 2010-11 season at Rs.1,391.20 per MT linked to average recovery of 9.5% which translates to a price of Rs. 1,391.20 per MT for both the Tirumandankudi and the A.Chittur units. Thereafter, the Government of Tamil Nadu has announced State Advised Price for the 2010-11 season at Rs. 1,900/- per MT linked to average recovery of 9.5 %.

With a view to ensuring a remunerative and competitive price for sugarcane vis-a-vis other crops, your Company has announced a price of Rs. 1,900/- per MT for both the units, apart from absorbing the entire cost of cane transport. It is hoped that this substantial increase in price will enthuse farmers to plant more sugarcane for supply during the ensuing 2011-12 season.

The cane availability during the sugar year 2010-11 is likely to be higher than in 2009 -10, in keeping with the trend in the State. Sugar production in the country during 2010-11 season is projected to touch 24 million MTs. In view of the comfortable opening stock of around 5.0 million MTs and production estimates in excess of projected domestic offtake, the Government has allowed export of nearly 1.0 million MTs against long outstanding Advance Licence obligations and another 0.5 million MTs under OGL is expected to be allowed shortly. Besides, with improved production prospects, the Government has reverted the levy quota to 10%.

Distillery:

The projected increase in cane crushing in the State during the 2010-11 season is bound to impact molasses and alcohol prices. In this scenario, the performance of the Distillery is not expected to be significantly different from that of the year under review.

Subsidiary Company:

The subsidiary Company viz. Terra Energy Ltd recorded a turnover of Rs.500.70 million and reported a loss of Rs.24.85 million for the year as against a turnover of Rs.870.94 million and Profit Before Tax of Rs.91.25 million for the 15 month period ended December 31, 2009.

Directors:

Mr V Thirupathi, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Directors Responsibility statement:

As required under Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

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

(ii) the Directors 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 view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that year;

(iii) the Directors 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 detecting fraud and other irregularities; and

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

Corporate Governance and Management Discussion and Analysis Reports:

The Corporate Governance and Management Discussion and Analysis Reports form an integral part of this Report and are set out as separate annexures to this Report. The Certificate from the Auditors of the Company certifying compliance of conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is also annexed to the Report on Corporate Governance.

Fixed Deposits :

23 Deposits aggregating to Rs.0.85 million due for repayment on or before December 31, 2010 were not claimed by the depositors on that date. As on the date of the Report, deposits aggregating to Rs.0.24 million thereof have been claimed and paid or renewed.

Auditors :

The statutory auditors, M/s. S.N.S. Associates, Chartered Accountants, Chemiai, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Statutory Information :

Particulars of employees remuneration u/s. 217 (2-A) of the Companies Act, 1956:

The Company does not have any employee drawing remuneration warranting disclosure under the Companies (Particulars of Employees) Rules, 1975.

The information required as per Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

Acknowledgement :

Your Directors wish to place on record their thanks and appreciation to the Shareholders, Sugarcane Growers, Employees, Bankers, Financial Institutions and also the Central and State Governments for their continued cooperation and support.

On behalf of the Board

R V Tyagarajan

Chairman and Managing Director

March 7, 2011


Dec 31, 2009

The Directors present their 54th Annual Report on the working of the Company for the fifteen month period ended December 31, 2009.

(Figures in Rupees)

2008-2009 2007-2008 (15 months) (12 months)

Profit before Interest & Depreciation 1,317,405,490 386,461,477

Less: Interest and Finance Charges 370,884,717 222,444,451

Depreciation 169,638,434 123,489,032

Profit/(Loss) before Tax 776,882,339 40,527,994 Less: Provision/or Taxation

- Income Tax 138,830,965 8,336,000

- Fringe Benefit Tax 607,022 1,204,778

- Wealth Tax 2,350 27,650

- Deferred Tax 222,015,055 73,58,444

- Excess Provision for Taxation for earlier years -- 8,647,315

Profit / (Loss) after Tax 415,426,947 14,953,807

Balance brought forward from previous year (28,806,404) (43,760,211)

Profit available for appropriation 386,620,543 (28,806,404) Appropriation:

Transfer to General Reserve 41,600,000 --

Proposed Dividend on Equity Shares 45,266,896 --

Tax and Cess on distributed Profit 7,693,109 --

Surplus carried to Balance Sheet 292,060,538 (28,806,404)

Total 386,620,543 (28,806,404)

Reserves :

A sum of Rs.41.6 million is being transferred to General Reserve Account.

Dividend :

Your Directors are pleased to recommend payment of Dividend on 11,316,724 Equity Shares of Rs. 10/ each @ 40% i.e. Rs. 4.00 per share.

Operations :

The operations for the period under report reflect the performance of the Sugar and Distillery Divisions. During the period under review, your Company registered substantial improvement in performance and the Profit before Tax for the 15 month period increased to an all time high of Rs.776.88 millions as against Rs.40.53 millions for the 12 month period ended September 2008, thanks to timely contracting of substantial imports of raw sugar and also record prices for sugar in the free sale market consequent to shortfall in supply of unprecedented magnitude. The quantity of cane crushed was considerably lower due to a sharp reduction in cane availability, in line with the trend across the state and the country, attributable to significant shift in cultivation from sugarcane to more remunerative crops, especially foodgrains.

Sugar:

The quantity of sugarcane crushed by both the factories during the 15 month period was lower at 1.214 million MTs compared to 1.348 million MTs crushed during the previous year. The sugar recovery for the period was higher at 9.20% as against 9.03% recorded in the previous year. In order to mitigate the financial impact of the shortfall in cane availability, your Company imported 1,80,992 MTs of raw sugar at zero duty for processing into white sugar, for sale in the domestic market. Of this, a quantity of 1,10,170 MTs of raw sugar was processed and converted into white sugar during the period under review.

The Government of India had fixed the Statutory Minimum Price (SMP) of sugarcane for 2008-09 season at Rs.811.80 per MT linked to average recovery of 9%, which translated to a price of Rs.865.80 per MT for both the Tirumandankudi and the A.Chittur units as against Rs.838.80 per MT and Rs.811.80 per MT fixed respectively for the 2007-08 season.

However, with a view to enthusing farmers to plant more sugarcane for the 2008-09 season and having regard to the State Advised Price announced by the Government of Tamil Nadu, viz. of Rs.1100 per MT linked to average recovery of 9%, the Company announced payment of an additional amount of Rs.354.80 per MT, for both the units, as advance to be adjusted against any additional cane price that may become payable to the farmers under Clause 5A of the Sugarcane (Control) Order, 1966. Accordingly the cane price paid by the Company worked out to Rs. 1,220/- per MT, for both the units.

As against production of 1,29,554 MTs of sugar during the previous financial year 2007-08, production for the 15 month period under review aggregated to 1,11,174 MTs, including 1,01,983 MTs produced from imported raws.

Distillery:

During the period under review, alcohol production at the Distillery was 23,545 KL as against 19,582 KL during the previous financial year 2007-08. Average realization on sale of alcohol during this period was also higher due to shortage of molasses and alcohol in the State.

Prospects for the 2009-10 season: Sugar:

The Government of India had initially fixed the Statutory Minimum Price (SMP) of sugarcane for 2009-10 at Rs.1,076.60 per MT linked to average recovery of 9.5%, which translated to a price of Rs.1,076.60 per MT for both the Tirumandankudi and the A.Chittur units. Thereafter, the Government of Tamil Nadu had announced State Advised Price for the 2009-10 season at Rs.1,437.40 per MT linked to average recovery of 9.5%, which implied a price of Rs.l,437.40 per MT for both the units. However, subsequent thereto, an amendment to the Sugarcane (Control) Order, 1966 was enacted, in terms of which a new concept of Fair and Remunerative Price (FRP) was substituted for the erstwhile Statutory Minimum Price (SMP) and the Government of India announced the FRP for sugarcane for the 2009-10 season at Rs.l,298.40 per MT linked to average recovery of 9.5%. This translates to a price of Rs.l,298.40 per MT for both the units.

Notwithstanding the aforesaid, with a view to ensuring a remunerative and competitive price for sugarcane vis-a-vis other competing crops, your Company has announced a price of Rs.l701 per MT for both the units. It is hoped that this substantial increase in price will enthuse farmers to plant more sugarcane for supply during the following 2010-11 season.

The cane availability during the sugar year 2009-10 is again likely to be lower than in 2008-09, in keeping with the trend in the State. Sugar production in the country during 2009-10 season is estimated at best at around the same level of 14-7 million MTs as during 2008-09 season. With consumption at 23 million MTs and international prices ruling at 30 year highs, the continuing short supply of sugar is certain to keep sugar prices buoyant at levels higher than prevailing during the 2008-09 season.

Distillery:

The projected decline in cane crushing in the State during 2009-10 season is bound to impact the availability of molasses resulting in firming up of alcohol prices during the next year. In this scenario, the Distillery is expected to perform well during 2009-10.

Subsidiary Company:

The subsidiary Company, viz. Terra Energy Ltd., recorded a turnover of Rs.870.94 million and achieved a PBT of Rs.91.25 million for the 15 month period ended December 31, 2009 as against a turnover of Rs.396.54 million and PBT of Rs.37.02 million for the year ended September 30, 2008.

Directors:

Mrs Malathi Ram Tyagarajan, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offer herself for reappointment.

Directors Responsibility statement:

As required under Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

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

(ii) the Directors 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 view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that year;

(iii) the Directors 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 detecting fraud and other irregularities; and

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

Corporate Governance and Management Discussion and Analysis Reports:

The Corporate Governance and Management Discussion and Analysis Reports form an integral part of this Report and are set out as separate annexures to this Report. The Certificate from the Auditors of the Company certifying compliance of conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is also annexed to the Report on Corporate Governance.

Fixed Deposits :

44 Deposits aggregating to Rs.1.26 million due for repayment on or before December 31, 2009 were not claimed by the depositors on that date. As on the date of the Report, deposits aggregating to Rs.0.39 million thereof have been claimed and paid or renewed.

Auditors :

The statutory auditors, M/S. S N S Associates, Chartered Accountants, Chennai, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Statutory Information :

Particulars of employees remuneration u/s. 217 (2-A) of the Companies Act, 1956:

The Company does not have any employee drawing remuneration warranting disclosure under the Companies (Particulars of Employees) Rules, 1975.

The information required as per Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

Acknowledgement :

Your Directors wish to place on record their thanks and appreciation to the Shareholders, Sugarcane Growers, Employees, Bankers, Financial Institutions and also the Central and State Governments for their continued cooperation and support.

On behalf of the Board

R V Tyagarajan

Chairman and Managing Director

January 22, 2010

 
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