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Directors Report of Triveni Engineering & Industries Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 79th Annual Report and audited accounts for the Financial Year (FY) ended March 31, 2015.

Financial Results

(Rs,in lacs)

2014-15 2012-14 (18M)*

Sales (Net) 206101.56 315357.65

Operating Profit (EBITDA) (16.18) 9282.21

Finance Cost 12207.62 18522.93

Depreciation & amortization 5922.17 11878.33

Profit before tax (before (18145.97) (21119.05)

exceptional items)

Exceptional items -- (4381.63)

Profit before Tax (PBT) (18145.97) (16737.42)

Tax expenses (1736.88) (1459.60)

Profit after Tax (PAT) (16409.09) (15277.82)

Earning per equity share of (6.36) (5.92)

Rs,1 each (in Rs,)

Surplus brought forward (15228.54) --

Surplus available for (31637.63) (15277.82)

Appropriation

Appropriation:

Equity dividend (including -- -- dividend distribution tax)

Dividend adjustment of -- 0.03 previous year (incl. tax)

CSR Expenditure/ NA NA commitments

Transfer to/withdrawn from 9.78 (49.31) molasses storage fund reserve

(net)

Surplus carried forward (31647.41) (15228.54)

* The FY 13, with the permission of the Registrar of Companies, was extended by six months to end on March, 2014.

With the loss of Rs. 164.09 crore during the year, the total deficit in the Profit & Loss Account is at Rs. 316.47 crore and the total net worth of the Company is at Rs. 615.44 crore.

No material changes and commitments affecting the financial position of the Company have occurred between end of the financial year of the Company to which these financial statements relate and the date of this report.

Review of Business operations And Future prospects

The Company has reported a loss (after tax) of Rs. 164.09 crore, predominantly due to continuing losses in the sugar operations.

Sugar Business

Sugar business continues to be of concern, as despite a better operating performance, the year under review has resulted in sizeable losses. During the Season 2014-15, a surplus of about 4 million tonnes of sugar is expected in the country, buoyed by higher production in all the leading States, Maharashtra, Uttar Pradesh and Karnataka. Globally also, 2014-15 will be a surplus year. These factors have led to an unprecedented decline in sugar prices across globe. The Central Government's intervention with limited policy initiatives has not been adequate to offset the effect of decline in domestic sugar prices. This has resulted in substantial losses in the Sugar business and the industry is looking towards the Government to increase the quantum of subsidies / support to bail out the ailing sugar industry across the country and especially in U.P. and usher in reforms to lay down a clear road map for a long term sustainable solution to restore the viability of the sector.

As a long term measure, it is not practical to be at the mercy of the Government every year and thus, it is imperative that the cane pricing policies should be based on some transparent and rational parameters and only then will the sugar industry have the wherewithal to manage free market forces.

The Co-generation and Distillery businesses performed well during the year but their profitability was not adequate to mitigate the losses of sugar operations. Recent initiatives by the Central Government indicate that we can expect more focus on this sector in the near future.

Water Business

The performance of the Water business was also not satisfactory due to the slowdown in the economy and the consequent financial crunch with some of its customers. This has led to increased project completion time which in turn has led to losses and higher provisioning. While the Water business has participated in tenders of substantial value, the order finalization has been slow. However, the management expects fruition of substantial orders in FY 16 which will help it to achieve its revenue and profit targets.

Notwithstanding the short term challenges, the business has enormous potential and with the Government's much publicized Clean Ganga programme and its focus on environment protection and preservation, there will be ample opportunities which will arise for this business.

Gears Business

The performance of Gears business is satisfactory considering the status of the capital goods industry, state of economy in the country and customers' reluctance to undertake new capital expenditure. Inspire of not very business conducive environment, the business has been able to achieve a modest growth in revenues and profitability.

During September, 2014, the Company signed a Strategic Supply Agreement with GE Oil & Gas for the manufacture of high speed and low speed gears and gearboxes with no restrictions on the geographies. Pursuant to such agreement, the orders have started flowing in and it is expected that a sizeable quantum of orders will be available to Gears business in FY 16 onwards. The business is incurring capital expenditure in order to be in a position to service the new order infows from new and existing customers.

Dividend

Owing to losses in the year under review, the directors are constrained not to declare any dividend on equity shares.

Subsidiary And Associate Companies performance

Associate Companies

Triveni Turbine Ltd. (TTL)

The Company holds 21.82% stake in equity shareholding of TTL. The performance of TTL during FY 15 has been commendable, especially in the backdrop of economic slowdown in the domestic capital goods industry - there is a growth in Turnover by 23 % and an increase in Profit after tax by 33%. The growth in exports and aftermarket services has been a major contributing factor. TTL has been receiving enquiries from over 90 countries. Order booking during FY 15 has shown a healthy improvement, especially from exports and aftermarket services, and has achieved an overall growth of 9% year on year. The orders on hand at the yearend have increased by 5% over the previous year.

Unwise-Wise Water Technologies Ltd.

The Company holds 25.04% stake in the equity shareholding of Aqwise. The performance of the Company for calendar year 2014 had been significantly better than in calendar 2013 with an increase in revenue by 40%. While the Company has earned a net profit on a standalone basis, the losses on consolidated basis have substantially reduced by 90%. The Company achieved a growth of 55% in order booking, which was at USD 16 million spread across all major geographies. The Company's strong carry forward order book and a healthy pipeline of enquires should enable the Company to further improve its performance going forward.

Subsidiary Companies

The Company has five wholly owned subsidiaries, namely: Triveni Engineering Ltd., Triveni Entertainment Ltd., Triveni Energy Systems Ltd., Svastida Projects Ltd. and Bhudeva Projects Ltd. These companies are relatively much smaller and there has not been any material business activities in these companies.

As required under the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statement of subsidiaries and associates is provided in Annexure A in the prescribed format.

Material Subsidiaries

In accordance with Clause 49 (V)(D) of the Listing Agreement, none of the subsidiaries of this Company is a material non listed subsidiary. The Company has formulated a policy for determining material subsidiaries. The policy has been uploaded on the website of the Company at http://www.trivenigroup.com/ investor/corporate-governance/policies.

Consolidated Financial Statements

In accordance with the Accounting Standard 21, and the provisions of the Companies Act 2013 on Consolidated Financial Statements, your Directors have pleasure in attaching the consolidated financial statements of the Company which form a part of the Annual Report.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, your directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) 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 at the end of the financial year and of the profit and loss of the Company for that period;

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

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

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Corporate governance

A separate report on Corporate Governance is given in Annexure-B along with the Auditors' statement on its compliance in Annexure-C.

Related party Contracts / transactions

The Company has formulated a Related Party Transactions Policy, which has been uploaded on its website at http://www. trivenigroup.com/investor/corporate-governance/policies. It is the Endeavour of the Company to enter into related party transaction on commercial and arms' length basis with a view to optimize the overall resources of the group.

During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on the materiality of related party transactions. Hence, the Form AOC-2 is not attached with this Report as there was no such related party transaction for which disclosure in terms of Section 134((3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is required.

Risk Management policy And Internal Financial Control System

The Company has a Risk Management Policy to manage the risks associated with the businesses of the Company. The policy aims at establishing structured and robust systems to identify potential threats to the organizations, evaluating likelihood of their occurrences and prescribing effective mitigation measures with clear accountability to deal with and address the most likely threats. The Policy recognizes that all the risks in the business cannot be eliminated but these could be minimized by having good internal controls or by defining the limits beyond which risks would not be assumed for any business activity. Pursuant to the Risk Management Policy, the Company has instituted a comprehensive risk management framework. A detailed identification of risks has been carried out for all the businesses along with their categorization based on their impact on the organization, its directors and the reputation of the Company. Such categorization gives the highest weight age to the risks which have the potential to threaten the existence of the Company.

As a part of internal financial controls of the Company, the Company has elaborate and adequate financial controls with respect to timely preparation of reliable financial statements. The ERP system assists in minimizing the manual errors and omissions. Besides subjecting all the major items to a detailed scrutiny, the financial statements are also subject to quality overview and are extensively analyzed with a view to have supporting explanations for all variances.

Directors And key Managerial personnel (kMp)

As per the provisions of the Companies Act, 2013 (Act), Mr. Tarun Sawhney will retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, seek re-appointment. The Board has recommended his re-appointment.

With the approval of the shareholders, Mr Dhruv M. Sawhney has been re-appointed as Managing Director (designated as Chairman and Managing Director (CMD) of the Company for a further period of five years effective March 31, 2015 without any remuneration except certain benefits for effectively discharging and attending to his official duties and functioning as CMD of the Company.

The Company has received declarations of Independence in terms of Section 149 of the Companies Act 2013 read with Clause 49 of the Listing Agreement from all the Independent Directors.

The appointment of Key Managerial Personnel (KMP), namely, Chairman and Managing Director, Vice Chairman and Managing Director, Chief Financial Offer and Company Secretary was formalized by the Board on May 28, 2014. All of them continue to hold that once except Mr. Dhruv M Shawnee, CMD, who has relinquished his office as KMP with effect from September 30, 2014. However, he will continue to be the CMD of the Company.

Employees Stock option

During the year under report, no stock options were issued under the Triveni Employees Stock Option Scheme 2009 (ESOP 2009) and TEIL ESOP 2013. The required disclosure in respect of certain outstanding vested options exercised by the employees under ESOP 2009 is provided in Annexure-d.

Auditors

At the 78th Annual General Meeting (AGM) held on August 6, 2014, in terms of Sections 139 and 143 of the Companies Act, 2013, M/s J.C. Bhalla & Co., Chartered Accountants (JCB) were appointed as the Statutory Auditors and M/s Virmani & Associates, Chartered Accountants (VA) as the Branch Auditors of the Company's Gears business and Water business Groups for a period of three consecutive years until the conclusion of 81st AGM of the Company, subject to ratification by the members at every AGM. The Company has received letters from JCB and VA that they are eligible for continuation as Statutory Auditors and Branch Auditors respectively of the Company and consented to continue in office on ratification by the shareholders.

The Board recommends the ratification of the appointment of JCB and VA as the Statutory Auditors and Branch Auditors respectively, to hold office till the next AGM.

Comments / qualifications IF Any, In the Audit Report on Financial Statements

There were no qualifications or adverse comments or reservations or disclaimers in the audit report on the Financial Statements of the Company for the financial year 2014-15.

Cost Audit

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the notifications issued by Ministry of Corporate Afairs, M/s R.M. Bansal & Co. and Mr T.L. Sangameswaran, Cost Accountants have been appointed as Cost Auditors to conduct the cost audit of the sugar businesses (including co-generation and distillery) and Gears business respectively of the Company for the financial year 2015-16, subject to ratification of their remuneration by the shareholders at the ensuing Annual General Meeting. The Board recommends the ratification of the remuneration to the Cost Auditors for the financial year 2015-16.

Secretarial Audit Report

In terms of Section 204 of the Act read with the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014, the Board appointed M/s Suresh Gupta & Associates, form of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The report on secretarial audit is enclosed in Annexure-e. The report does not contain any qualification.

Disclosures

Corporate Social Responsibility (CSR)

A CSR Policy was formulated by the CSR Committee which, on its recommendation, was approved by the Board. The CSR Policy is available on the Company's website at http://www.trivenigroup. com/investor/corporate-governance/policies.

The composition of the CSR Committee is provided in the Corporate Governance Report that forms part of this Annual Report. In view of losses, no CSR activity has been initiated during the period under review and, therefore, no annual report on CSR activity is provided with this report.

Audit Committee

The composition of Audit Committee is provided in the Corporate Governance Report that forms part of this Annual Report.

Vigil Mechanism

The Company has established a vigil mechanism through the Whistle Blower Policy and oversees through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The vigil mechanism also provides for adequate safeguards against victimization of employees and Directors who may express their concerns. It has also provided direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The policy is uploaded on the website of the Company at http://www.trivenigroup.com/ investor/corporate-governance/policies.

Disclosure under the Sexual harassment of women At workplace (prevention, prohibition And Redressed) Act 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the period under review, no compliant was received by the ICC.

Board Meetings

During the year, six board meetings were held, the details of which are provided in the Corporate Governance Report that forms part of this Annual Report.

Particulars of loans, guarantees or Investments Made under Section 186 of the Companies Act, 2013

The particulars of loans, guarantees or investments made under the provisions of Section 186 of the Companies Act 2013 are given in the notes forming part of the financial statements provided in the Annual Report.

Conservation of energy, technology Absorption, Foreign exchange earnings And outgo

The particulars required under Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014 are provided in Annexure F of this report.

Personnel

The information as required under Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure g.

The particulars of employees drawing remuneration in excess of limits set out in the Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure h. However, as per the provisions of Section 136 of the Companies Act 2013, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Deposits

The Company has not accepted any public deposits under Section 73 of the Companies Act, 2013.

Debentures

During the period under review, the privately placed 1,000, 12.45% Secured Redeemable Non-Convertible Debentures of the face value of Rs. 10 lac each, aggregating to Rs. 100 crore were fully redeemed and extinguished.

Extracts oF Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extracts of the annual return in the prescribed form's annexed as Annexure I.

Significant And Material orders

There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and Company's operations in future.

Human Resources

Your Company believes and considers its human resources as the most valuable asset. The management is committed to provide an empowered, performance oriented and stimulating work environment to its employees to enable them realize their full potential. Industrial relations remained cordial and harmonious during the year.

Policy on directors' Appointment And Remuneration

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board is annexed as Annexure J to this report.

Board evaluation Mechanism

Pursuant to the provisions of Companies Act 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, that of individual Directors as well as evaluation of its committees. The evaluation criteria, as defend in the Nomination and Remuneration Policy of the Company, covered various aspects of Board such as composition, performance of specific duties, obligations and governance.

The performance of individual directors was evaluated on parameters, such as, number of meetings attended, contribution made in the discussions, contribution towards formulation of the growth strategy of the Company, independence of judgment, safeguarding the interest of the Company and minority shareholders, time devoted apart from attending the meetings of the Company etc. The Directors have expressed their satisfaction with the evaluation process.

Appreciation

Your Directors wish to take the opportunity to express their sincere appreciation to our customers, suppliers, shareholders, employees, the Central and Uttar Pradesh, Karnataka Government, financial institutions, banks and all other stakeholders for their whole-hearted support and co-operation.

We look forward to their continued support and encouragement.

For and on behalf of the Board of Directors

Place : Noida (U.P.) tarun Sawhney lt. gen. k.k. hazari (Retd.)

Date : May 27, 2015 Vice Chairman and Director

Managing Director


Sep 30, 2012

The Directors have pleasure in presenting the 77th Annual Report and audited accounts for the Financial Year ended 30th September, 2012

(Rs. in lacs)

Particulars 2011-12 2010-11

Sales (Net) 1,85,945.15 1,70,775.88

Operating Profit (EBITDA) 19,545.18 18,006.36

Finance cost 12,276.85 9,480.60

Depreciation & amortisation 8,155.06 8,124.53

Profit before tax (before exceptional items) (886.73) 401.23

Exceptional items/Non-Recurring items (Net) 7,895.80 (415.65)

Profit before Tax (PBT) (8,782.53) 816.88

Tax Charge (2,111.31) (488.94)

Profit After Tax (PAT) (6,671.22) 1,305.82

Surplus Brought Forward 1,822.44 1,752.82

Available for appropriation (4,848.78) 3,058.64

APPROPRIATIONS

Equity dividend (incl. proposed dividend & dividend distribution tax) 299.72 599.48

Transfer to Debenture Redemption Reserve 0.00 500.00

Transfer to Molasses reserves 27.25 38.72

Transfer to (withdrawn from) General Reserves (5,175.75) 98.00

Surplus Carried forward 0.00 1,822.44

Earning per equity share of Rs. 1 each (in Rs.) (2.59) 0.51

PERFORMANCE

SUGAR BUSINESS GROUP

The year under review has been most challenging for the sugar operations. Prior to the State elections, cane prices were raised by as much as 17%. The mismatch between cane price and sugar prices caused substantial losses in the sugar operations, and could not be fully compensated by the profitable operations of the co-generation and distillery units. While total crush improved by 12%, the sugar recovery was affected by adverse weather conditions and declined 12 basis points. We expect a good improvement in both crush and recovery in the coming 2012-13 sugar season.

In January''12, the Supreme Court delivered a judgment on the cane price for 2007-08 and directed sugar mills in Uttar Pradesh to pay the differential between the declared SAP for that year and the interim price declared earlier by the Supreme Court. Further, in view of two earlier conflicting Supreme Court judgments, it referred the issue to the Constitutional Bench to adjudicate on whether the Government of U.P. (GoUP) has the powers to declare

State Advised Cane Price (SAP). Consequently, an amount of Rs. 7,895.80 lacs was paid by our Company (shown as an exceptional charge) towards the differential cane price for 2007-08 and it resulted in further losses to the Company for the year.

Under the directions of the Prime Minister, another report on the sugar industry was prepared by Dr. C. Rangarajan and his committee, and it has again advocated the liberalisation of the industry. The report is in two parts - decontrol of sugar by doing away with levy sugar and the monthly release mechanism, and the gradual decontrol of cane through linking cane price to sugar price and the de-reservation of cane areas. While the latter may require political consensus, there is no reason for the Government not to implement sugar decontrol. This would stop the industry fulfilling Government''s role in subsidising the weaker sections of society.

GEAR AND WATER BUSINESS GROUPS

The economic slowdown in the country has been acutely felt in the capital goods industry and particularly the power sector. Both the Gear and Water business groups have a large exposure to this sector. Revival is taking time but we expect a turnaround by April 2013. With our concentration on refurbishment of gears, and the municipal sector for water and wastewater treatment, both the divisions are expecting a better financial performance in FY 13, though margins may be lower in the Water business group.

During the year under report, the Company has made a strategic investment in the share capital of Aqwise Wise Water Technologies Limited, Israel (Aqwise), a leader in development and implementation of wastewater treatment solutions for the industrial and municipal markets, by way of subscribing/ acquiring 25.04% of the equity share capital of Aqwise. As a part of this strategic investment in Aqwise, the Company has secured access to their technology for projects in India.

DIVIDEND

Despite a loss in the year under review, the directors have pleasure in recommending a dividend of 10% (Rs. 0.10 per equity share) on 25,78,80,150 equity shares of Rs. 1 each for the Financial Year 2011-2012 ended on 30th September, 2012, subject to the approval of members at the ensuing Annual General Meeting. The dividend being declared is in accordance with Companies (Declaration of Dividend out of Reserves) Rules, 1975. The total outgo on account of dividend (including Dividend Distribution Tax) for the Financial Year 2011-2012 will be Rs. 299.72 lacs (Rs. 599.48 lacs in the Financial Year 2010-2011).

HUMAN RESOURCES

The Company takes special care to nurture and develop its human resources as it believes that they are the most valuable asset of the organisation. Employee engagement has been improved through the introduction of town hall meetings, department level interactions & small group activities. Focused employee development through regular training interventions, and counseling, is a continuing process.

The Gear business group undertook the psychometric profiling of its executives and identified certain gap areas.

Efforts were made to bridge these gaps through an intensive intervention - LEAD (Leadership Enhancement for Achievement & Development). The Water business group also undertook a senior leadership enhancement initiative.

Industrial relations remained cordial & harmonious during the year at all our Units.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with Accounting Standard 21 on the Consolidated Financial Statement read with Accounting Standard ''AS-23'' on Accounting for Investment Associates, your Directors have pleasure in attaching the Consolidated Financial Statement which forms a part of the Annual Report and Accounts.

SUBSIDIARIES

During the year under report, Upper Bari Power Generation Private Ltd. ceased to be a subsidiary of the Company.

The Ministry of Corporate Affairs (MCA), General Circular No. 2/2011 dated 8th February, 2011, has granted general exemption to companies from annexing the individual accounts of all the subsidiaries along with the audited financial statements of the Company, subject to fulfillment of conditions stipulated in the said circular. Your Company meets these conditions and, therefore, the financial statements of the subsidiaries are not annexed.

The related information on the Annual Accounts will be made available to the shareholders of the Company/Subsidiary companies, who shall seek such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by investors at the Company''s Corporate Office as well as the registered offices of the subsidiary companies. However, as per the said circular issued by MCA, financial data of the subsidiaries have been furnished in the consolidated financial statement forming part of the Annual Report.

Information relating to the subsidiary companies, as required under Section 212 of the Companies Act 1956 is provided in Annexure ''C" of this Report.

EMPLOYEE STOCK OPTIONS

During the year, neither fresh stock options were issued nor any allotment made under the Triveni Employees Stock Option Scheme 2009 (ESOP 2009). The required disclosures of the ESOP 2009 are provided in Annexure ''D''

CORPORATE GOVERNANCE

A separate report on Corporate Governance is given in Annexure ''E'' along with the Auditors'' statement on its compliance in Annexure ''F'' Comments on the Auditors'' Report

In respect of the comments of the Auditor in Para 10 of the Annexure to Auditor''s Report, as explained in Note 29 to the audited financial statements, the Company has incurred cash losses during the year on account of exceptional charge of Rs. 7,895.80 lacs relating to differential cane price pertaining to 2007-08 provided and paid pursuant to the Supreme Court Judgment.

AUDITORS

M/s J.C. Bhalla & Co., Chartered Accountants, Auditors of the Company, who retire at the conclusion of the forthcoming Annual General Meeting, have consented to continue in office, if appointed. They have confirmed their eligibility under Section 224 of the Companies Act, 1956 for their appointment as Auditors of the Company.

COST AUDITOR

In pursuance to Section 233-B of the Companies Act, 1956 read with the directions issued by the MCA, Mr. Rishi Mohan Bansal, Cost Accountant, was appointed as the Cost Auditor to conduct the Cost Audit of the Sugar units, Distillery (Industrial Alcohol) and Co-generation (Electricity) units of the Company for the financial year 2011-2012 ended on 30th September, 2012.

The Cost Audit Report for the financial year 2010-11 ended on 30th September, 2011 was filed by the Cost Auditor with respect to the sugar units of the Company on 9th March, 2012, which is well within the due date of 28th March, 2012.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

i. In the preparation of the Annual Accounts, applicable accounting standards have been followed.

ii. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the statement of affairs of the Company as on 30th September, 2012 and of the loss of the Company for the year ended 30th September, 2012

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956, for safeguarding and detecting fraud and other irregularities.

iv. The Annual Accounts have been prepared on a going concern basis.

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 provided in Annexure ''A'' to this Report.

PARTICULARS OF EMPLOYEES

As required under the provision of sub-section (2A) of section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the particulars of employees are set out in the Annexure ''B'' to the Directors'' Report. However, as per provision of section 219(1) (b) (iv) of the Companies Act, 1956, the report and the accounts are being sent to all the shareholders excluding the aforesaid information. Any shareholder desirous of obtaining the same may write to the Company Secretary at the registered/ corporate office of the Company.

DIRECTORS

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mr. Shekhar Datta and Mr. Nikhil Sawhney retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible offer themselves for reappointment. The Board has recommended their re- appointment.

PUBLIC DEPOSITS

The Company has discontinued the acceptance of deposits from the public and shareholders with effect from 1st August 2009. Accordingly, the Company has not accepted any deposits during the year and all the existing deposits are being and will be repaid as per the terms of the deposit.

As on 30th September, 2012 fixed deposits stood at Rs. 20.12 lacs. Deposits amounting to Rs. 20.12 lacs remain unpaid, as the claim in respect thereof were not lodged with the Company and since then, Rs. 0.45 lacs have since been repaid as on date.

APPRECIATION

Your Directors wish to take the opportunity to express their sincere appreciation to the Central, Uttar Pradesh and Karnataka Governments, banks, financial institutions, farmers, and all other stakeholders for their whole-hearted support and co-operation. We look forward to their continued support and encouragement.

For and on behalf of the Board of Directors,

Place: Noida, (U.P) Dhruv M. Sawhney

Date: 21st November, 2012 Chairman and Managing Director

 
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