Mar 31, 2018
Dear members
The Directors have pleasure in presenting the 34th Annual Report of the company together with audited financial statements for the year ended 31st March 2018
(Rs in lakhs)
Financial Results |
Financial Year |
|
2017-18 |
2016-17 |
|
Profit for the year before depreciation |
18198.47 |
25630.74 |
Less: Depreciation |
6960.50 |
6945.21 |
Profit Before Tax |
11237.97 |
18685.53 |
Less: Provisions: Current Tax |
2399.20 |
4005.24 |
MAT Credit Entitlement |
(2399.20) |
(4005.24) |
Deferred Tax |
2510.59 |
4168.98 |
Profit After Tax |
8727.38 |
14516.55 |
Add : Surplus brought forward from previous year |
4564.24 |
3080.33 |
Amount available for appropriation |
13291.62 |
17596.88 |
Appropriations Dividend paid on equity shares (for the respective previous financial year as per Ind AS) |
1567.46 |
857.98 |
Tax on Dividend paid (for the respective previous financial year as per Ind AS) |
319.10 |
174.66 |
Transfer to General Reserve |
7500.00 |
12000.00 |
Surplus carried over to Balance Sheet |
3905.06 |
4564.24 |
TOTAL |
13291.62 |
17596.88 |
Dividend
Your Directors are glad to recommend dividend @ Rs.10/- per share for the financial year ended March, 2018 Payment is subject to the approval of the shareholders at the ensuing Annual General Meeting
Review of Operations
Sugar
During the year under review, the aggregate cane crush was 23.72 lakh tonnes as against the estimate of 21 lakh tonnes The overall recovery was at 9.24%. Consequent to low cane crush sugar production was lower at 22.36 lakh quintals compared to 26.31 lakh quintals in the previous year. The imported Raw Sugar of 0.05 lakh tonnes was processed during the year. Lower cane crush and low recovery was mainly due to continuous drought and low yield
Power
The Co-generation plants had generated 295.88 million units of power and exported 195.13 million units of power to grids compared to the generation of 376.51 million units and export of 255.83 million units in the previous year. Lower generation was mainly due to lower bagasse availability
Distillery
During the year, the distilleries had produced 18.64 million B.Ltrs compared to the production of 30.74 million B.Ltrs in the previous year
Granite Division
In the Granite Processing Unit 163857 square metres of Granite Slabs and 30711 square metres of Tiles were produced compared to production of 178667 square metres of Granite Slabs and 16180 square metres of Tiles in the previous year
Wind Mill
Wind Mills had generated 15.38 million units of power and exported 13.41 million units to grid compared to the generation of 15.13 million units and export of 13.13 million units in the previous year
Prospects for the Current year 2018 - 2019
In the current financial year, it is estimated to crush 36 lakh tonnes of sugarcane in aggregate. Performance of co-generation plant will be based on bagasse availability in the sugar mills. It is estimated to produce 24.67 million B.Litres of alcohol in the Distillery Units. Improved working results are expected in the Distillery and Granite Division
In the current sugar season (October 2017 -September 2018), Indiaâs sugar production is expected to exceed 32 million tones against the domestic demand of about 25 million tones which may have adverse impact on sugar prices
Directors and Key Managerial Personnel
In accordance with the provisions of Companies Act, 2013 read with the Articles of Association of the Company Sri B Saravanan, Director is liable to retire by rotation
All the independent directors have given declarations that they meet the criteria of independence as specified under Section 149 (6) of the Companies Act, 2013. All Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation
Pursuant to Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and coming into force with effect from 1.4.2019, necessary Special Resolutions have been placed before the members for continuance of Sri A K Perumalsamy and Sri T Gundan who were attained age of 75 years as independent Directors of the Company
The Company has devised a policy on directorâs appointment, remuneration and for performance evaluation of independent directors, Board, Committees and other individual directors which include performance evaluation of non-executive and executive directors
The details of programmes for familiarization of independent directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operations, business models and related matters are placed on the website of the company at the link http://www.bannari.com/ InvestorInformation.html
Particulars of Loans, Guarantees or Investments
During the year, the company has not made any loan or guarantee or investment or provided any security under Section 186 of the Companies Act, 2013
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy, Technology absorption, Foreign Exchange earnings and outgo as required to be disclosed under the Companies Act, 2013 are provided in Annexure I to this Report
Particulars of Employees
The information required as per Section 197 of the Companies Act 201 3 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished in Annexure II forming part of this Report
Meetings of the Board
Five Meetings of the Board of Directors were held during the year. The details are furnished in the Report on Corporate Governance attached herewith
Committees and Policies
The company has constituted Board Committees and framed policies as required under the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details are furnished in the Corporate Governance Report attached herewith
Corporate Governance and Management Discussion and Analysis Report
A separate section on Corporate Governance, Management Discussion and Analysis Report and a certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance as required under the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed as Annexure - III
Corporate Social Responsibility Committee
Pursuant to Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 the company has formulated a policy on Corporate Social Responsibility. Your Companyâs CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2018, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure IV to this report
Risk Management / Risk Management policy
As per Regulation 21 of the SEBI (LODR) Regulations, 2015, constitution of Risk Management Committee is not mandatory for the company. However the company has constituted Risk Management Committee and formulated a Risk Management Policy including risk assessment and minimization procedures The Risk Management Committee has been assigned with the functions of monitoring and reviewing the risk management plans of the company. In the opinion of the Board no element of risk that may threaten the existence of the company has been identified
Vigil Mechanism/Whistle Blower Policy
The company has established vigil mechanism for Directors and Employees to report concerns about the unethical behavior, actual or suspected incidents of fraud or violation of the code of conduct or ethics policy. The Whistle Blower Policy is posted in the companyâs website at the link http://www. bannari.com/InvestorInformation.html
Dividend Distribution Policy
The company has formulated and adopted Dividend Distribution Policy which is posted in the companyâs website at the link http://www.bannari.com/ InvestorInformation.html
Related Party Transactions
All the related party transactions are entered on armâs length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and other relevant Regulations as referred under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There is no materially significant related party transaction made by the company with Promoters, Directors or Key Managerial Personnel etc which may have potential conflict with the interest of the company at large and therefore disclosure in
Form AOC-2 is not required. All the related party transactions are placed before the Audit Committee and approved by the Audit Committee. Prior omni bus approval of the Audit Committee was obtained on annual basis for the transactions which are at a forseen and repetitive nature. The Related Party Transactions Policy as approved by the Board is uploaded on the companyâs website at http://www.bannari.com/ InvestorInformation.html
The details of transactions with Related Parties are provided in the accompanying financial statements.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors at their meeting without participation of non-independent directors and management considered and evaluated the Boardsâ performance, Performance of the Chairman and Managing Director
The criteria applied in the evaluation process are detailed in the Corporate Governance Report which forms part of this report. The Board has carried out an annual evaluation of its own performance, the performance of the committees, board, independent Directors and individual Directors
Material changes and commitments
There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2017-18 and the date of this report
Directorsâ Responsibility Statement
As stipulated in Section 134(3)(c) and 134 (5) of the Companies Act 2013 your Directors confirm that
a) in the preparation of the annual accounts, all the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) they had 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 of the company for that period;
c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) they had prepared the annual accounts on a going concern basis;
e) they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively
Business Responsibility Report (BRR)
The Company is not in Top 500 companies based on market capitalisation as on March 31, 2018. Hence it is not required to attach Business Responsibility Report (BRR) with Annual Report
Extract of Annual Return
The extract of Annual Reeturn in MGT 9 is annexed as Annexure - V
Auditors / Auditorsâ Report
M/s P K Nagarajan & Co., Chartered Accountants Coimbatore was appointed as the Statutory Auditors of the company at the 33rd Annual General Meeting of the Company for a period of five years and they shall hold office till the conclusion of 38th Annual General Meeting. In accordance with the amended provisions of Section 139, ratification at every subsequent Annual General Meeting is not required
The Auditorsâ Report given by M/s P K Nagarajan & Co., on the financial statements of the company for the financial year 2017-18 does not contain any qualification, reservation or adverse remark
Secretarial Auditors and Secretarial Audit Report
M/s C Thirumurthy & Associates, Company Secretaries, Coimbatore has been appointed as Secretarial Auditor to conduct secretarial audit for the financial year 2017-2018. The Report of Secretarial Auditors is annexed to this report as Annexure VI. The Report does not contain any qualification, reservation or adverse remark
Internal Control Systems and their Adequacy
Details of internal control system and their adequacy are provided in the Management Discussion Analysis Report attached herewith
Cost Audit
Sri M Nagarajan, Cost Accountant, Coimbatore was appointed as Cost Auditor to conduct audit of cost accounting records for the financial year 2017-18
Industrial Relations
The relationship with employees continued to remain cordial throughout the year under review
General
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review :
a) Details relating to deposits covered under Chapter V of the Act
b) Issue of equity shares with differential rights as to dividend, voting or otherwise
c) Issue of shares (including sweat equity shares) to employees of the company under any scheme
d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future
Your Directors further state that during the year under review, no cases were filed pursuant to the Sexual Harassment or Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Acknowledgement
Your Directors acknowledge with gratitude the timely support extended by the Government of India, Governments of Tamilnadu and Karnataka and other authorities, banks and other business associates. Your Directors thank the cane growers who have supplied sugarcane to the factories and wish to place on record their appreciation of the contributions made by all the employees
By order of the Board
S V BALASUBRAMANIAM
Coimbatore Chairman
25.5.2018 DIN : 00002405
Mar 31, 2017
Dear members
The Directors have pleasure in presenting the 33rd Annual Report of the company together with audited financial statements for the year ended 31st March 2017
(Rs in lakhs)
Financial Results |
Financial Year |
|
2016-17 |
2015-16 |
|
Profit for the year before depreciation |
25630.74 |
9132.52 |
Less: Depreciation |
6945.21 |
6154.07 |
Profit Before Tax |
18685.53 |
2978.45 |
Less: Provisions: Current Tax |
4005.24 |
634.99 |
MAT Credit Entitlement |
(4005.24) |
(634.99) |
Deferred Tax |
4168.98 |
(193.68) |
Profit After Tax |
14516.55 |
3172.13 |
Add : Surplus brought forward from previous year |
3080.33 |
2250.47 |
Amount available for appropriation |
17596.88 |
5422.60 |
Appropriations |
||
Provision for diminution in value of investment (Long term) |
- |
(194) |
Dividend paid on equity shares (for the respective previous financial year as per IND AS) |
857.98 |
285.99 |
Tax on Dividend paid (for the respective previous financial year as per IND AS) |
174.66 |
58.22 |
Transfer to General Reserve |
12000.00 |
2000.00 |
Surplus carried over to Balance Sheet |
4564.24 |
3080.33 |
TOTAL |
17596.88 |
5422.60 |
Indian Accounting Standard (IND AS)
The Indian Accounting Standards (Ind AS) prescribed under Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards)(Amendment) Rules, 2016 are applicable to your company with effect from 1.4.2016 with a transition date of 1.4.2015. Your company has accordingly prepared the financial accounts for the financial year ended 31.3.2017 by following the Indian Accounting Standards (Ind-AS). The financial results for the financial year 2015-2016 are adjusted/ reconciled in accordance with Ind-AS
Dividend
Your Directors are glad to recommend dividend @ Rs.12.50 per share on 1,25,39,700 equity shares of Rs.10/-each.
Review of Operations Sugar
During the year under review, the aggregate cane crush was 28.59 lakh tones compared to 35.44 lakh tones in the previous year. The overall recovery also dropped from 9.57% to 9.11%. Consequently sugar production was lower at 26.31 lakh quintals compared to 33.82 lakh quintals in the previous year. Lower cane crush and drop in recovery was mainly due to continuous drought and low yield.
Power
The Co-generation plants had generated 376.51 million units of power and exported 255.83 million units of power to grids compared to the generation of 424.72 million units and export of 292.23 million units in the previous year. Lower generation was mainly due to lower cane crush resulting in lower bagasse availability.
Distillery
During the year, the alcohol production had slightly increased from 28.70 million B.Ltrs in the previous year to 30.74 million B.Ltrs.
Granite Division
In the Granite Processing Unit 178667 square metres of Granite Slabs and 16180 square metres of Tiles were produced compared to production of 128150 square metres of Granite Slabs and 38262 square metres of Tiles in the previous year.
Wind Mill
Wind Mills had generated 15.13 million units of power and exported 13.13 million units to grid compared to the generation of 8.61 million units and export of 7.50 million units in the previous year.
Increase in share capital
Pursuant to the Scheme of Amalgamation of Madras Sugars Limited with the company approved by the Honâble High Court of Judicature at Madras, company has allotted 1100000 equity shares of Rs.10/- each to the shareholders of M/s Madras Sugars Limited on 10.2.2017. Consequently the paid up share capital of the company has been increased from Rs. 11,43,97,000/- to Rs. 12,53,97,000/-
Prospects for the Current year 2017 - 2018
It is estimated to crush 21 lakh tonnes of sugarcane in aggregate. Sugarcane availability is the major concern in the current year on account of continued drought and low yield. Performance of co-generation plant will be based on bagasse availability in the sugar mills. It is estimated to produce 28.75 million B.Litres of alcohol in the Distillery Units. Improved working results are expected in the Distillery and Granite Division. The sugar prices are expected to be steady at current level.
Directors and Key Managerial Personnel
In accordance with the provisions of Companies Act, 2013 read with the Articles of Association of the Company Sri S V Balasubrmaniam is liable to retire by rotation and he is eligible for re-appointment.
All the independent directors have given declarations that they meet the criteria of independence as specified under Section 149 (6) of the Companies Act, 2013. All Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation.
The Company has devised a policy on directorâs appointment, remuneration and for performance evaluation of independent directors, Board, Committees and other individual directors which include performance evaluation of non-executive and executive directors.
The details of programmes for familiarization of independent directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operations, business models and related matters are placed on the website of the company at the link http://www.bannari.com/InvestorInformation.html
Particulars of Loans, Guarantees or Investments
During the year, the company has not made any loan or guarantee or investment or provided any security under Section 186 of the Companies Act, 2013.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy, Technology absorption, Foreign Exchange earnings and outgo as required to be disclosed under the Companies Act, 2013 are provided in Annexure I to this Report.
Particulars of Employees
The information required as per Section 197 of the Companies Act 201 3 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished in Annexure II forming part of this Report
Meetings of the Board
Six Meetings of the Board of Directors were held during the year. The details are furnished in the Report on Corporate Governance attached herewith.
Committees and Policies
The company has constituted Board Committees and framed policies as required under the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details are furnished in the Corporate Governance Report attached herewith.
Corporate Governance and Management Discussion and Analysis Report
A separate section on Corporate Governance, Management Discussion and Analysis Report and a certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance as required under the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed as Annexure - III
Corporate Social Responsibility Committee
Pursuant to Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 the company has formulated a policy on Corporate Social Responsibility. Your Companyâs CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2017, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are attached as Annexure IV to this report.
Risk Management / Risk Management policy
As per Regulation 21 of the SEBI (LODR) Regulations, 2015, constitution of Risk Management Committee is not mandatory for the company. However the company has Risk Management Committee and has formulated a Risk Management Policy including risk assessment and minimization procedures The Risk Management Committee has been assigned with the functions of monitoring and reviewing the risk management plans of the company. In the opinion of the Board no element of risk that may threaten the existence of the company has been identified
Vigil Mechanism/Whistle Blower Policy
The company has established vigil mechanism for Directors and Employees to report concerns about the unethical behavior, actual or suspected incidents of fraud or violation of the code of conduct or ethics policy. The Whistle Blower Policy is posted in the companyâs website at the link http://www.bannari.com/InvestorInformation.html
Dividend Distribution Policy
Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, top 500 listed companies has to formulate a Dividend Distribution Policy. Accordingly, the Board of Directors at its meeting held on 14.2.2017 formulated and adopted the Dividend Distribution Policy. The policy is posted in the companyâs website at the link http://www.bannari.com /InvestorInformation.html
Related Party Transactions
All the related party transactions are entered on armâs length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and other relevant Regulations as referred under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There is no materially significant related party transaction made by the company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large and therefore disclosure in Form AOC-2 is not required. All the related party transactions are placed before the Audit Committee and approved by the Audit Committee. The Related Party Transactions Policy as approved by the Board is uploaded on the companyâs website http://www.bannari.com / InvestorInformation.html
The details of transactions with Related Parties are provided in the accompanying financial statements.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors at their meeting held on 14.2.2017 without participation of non-independent directors and management considered and evaluated the Boardsâ performance, performance of the Chairman and Managing Director.
The criteria applied in the evaluation process are detailed in the Corporate Governance Report which forms part of this report. The Board has carried out an annual evaluation of its own performance, of the individual directors as well as the Committees of Directors.
Material changes and commitments
There is no material change or commitment affecting the financial position of your Company which have occurred between the end of the financial year March 31, 2017 and the date of this report.
Directorsâ Responsibility Statement
As stipulated in Section 134(3)(c) and 134 (5) of the Companies Act 2013 your Directors confirm that
(a) in the preparation of the annual accounts, all the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) they had 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 of the company for that period;
(c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) they had prepared the annual accounts on a going concern basis;
(e) they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Business Responsibility Report (BRR)
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 prescribes that top 500 companies based on market capitalization as per NSE/BSE as 31st March of every financial year are required to have âBusiness Responsibility Reportâ (BRR) as part of their Annual Report. As the company is amongst the top 500 companies based on the market capitalization as on 31.3.2017, the report has been prepared as prescribed. The BRR is annexed as Annexure V to this report and forms part of this Annual Report.
Extract of Annual Return
The extract of Annual Return in MGT 9 is annexed as Annexure VI.
Auditors / Auditorsâ Report
M/s. P N Raghavendra Rao & Co the present auditors of the company retire at the ensuing Annual General Meeting. They have served as statutory auditors of the Company for a period of more than 10 years in rotation. Pursuant to Section 139(2) of the Companies Act, 2013 read with rule 6(3) of Companies (Audit and Auditors) Rules, 2014, it is mandatory to change the auditors of the company.
The Board of Directors on the recommendation of the Audit Committee has proposed to appoint M/s. P. K. Nagarajan & Co., Chartered Accountants Coimbatore as the Statutory Auditors of the company for a period of five years at the ensuing Annual General Meeting. M/s P K Nagarajan & Co., Chartered Accountants have consented for the said appointment and has submitted necessary certificates in compliance of Section 139 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014.
The Auditorsâ Report given by M/s P N Raghavendra Rao & Co., the present auditors on the financial statements of the company does not contain any qualification, reservation or adverse remark.
Secretarial Auditors and Secretarial Audit Report
M/s C Thirumurthy & Associates, Company Secretaries, Coimbatore has been appointed as Secretarial Auditor to conduct secretarial audit for the financial year 2016-2017. The Report of Secretarial Auditors is annexed to this report as Annexure VII. The Report does not contain any qualification, reservation or adverse remark.
Internal Control Systems and their Adequacy
Details of internal control system and their adequacy are provided in the Management Discussion Analysis Report attached herewith.
Cost Audit
Sri M Nagarajan, Cost Accountant, Coimbatore was appointed as Cost Auditor to conduct audit of cost accounting records for the financial year 2016-17.
Industrial Relations
The relationship with employees continued to remain cordial throughout the year under review
General
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review :
i) Details relating to deposits covered under Chapter V of the Act.
ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.
iii) Issue of shares (including sweat equity shares) to employees of the company under any scheme.
iv) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
Your Directors further state that during the year under review, no cases were filed pursuant to the Sexual Harassment or Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Acknowledgement
Your Directors acknowledge with gratitude the timely assistance and help extended by the Government of India, Governments of Tamilnadu and Karnataka, Banks, Karnataka Power Transmission Corporation Limited and Tamilnadu Electricity Board. Your Directors thank the cane growers who have supplied sugarcane to the factories and wish to place on record their appreciation of the contributions made by all the employees.
By order of the Board
S V BALASUBRAMANIAM
Coimbatore Chairman
10.08.2017 DIN : 00002405
Mar 31, 2015
Dear Members
The Directors have pleasure in presenting the 31st Annual Report of
the company together with audited financial statements for the year
ended 31st March 2015
(Rs in Lakhs)
Financial Year
Financial Results
2014-15 2013-14
Profit for the year before
depreciation 5159.42 8410.18
Less: Depreciation 5125.55 5195.53
Profit Before Tax 33.87 3214.65
Less: Provisions: Income Tax - Current 8.38 674.43
MAT Credit Entitlement (8.38) (674.43)
Deferred Tax (69.16) 345.90
Profit After Tax 103.03 2868.75
Add : Surplus brought forward from
previous year 2117.66 2916.80
Amount available for appropriation 2220.69 5785.55
Appropriations
Provision for diminution in value
of investment (Long Term) (29.78) (5.09)
Provision for Proposed Dividend
on equity shares 285.99 1429.96
Provision for Tax on Dividend 58.22 243.02
Transfer to General Reserve --- 2000.00
Surplus carried over to
Balance Sheet 1906.26 2117.66
T O T A L 2220.69 5785.55
Dividend
Your Directors are glad to recommend dividend @ Rs 2.50/- per equity
share of Rs.10/- each (25 % on equity capital)
Review of Operations Sugar Division
The comparative operational performances for the last two years are as
under
Sugar Unit I Sugar Unit II
Particulars Alathukombai, Tamilnadu Alaganchi, Karnataka
2014-15 2013-14 2014-15 2013-14
No of days crushed 117 135 214 262
Sugarcane crushed
(Lakh tonnes) 2.20 3.75 11.88 16.06
Recovery (%) 9.37 9.80 10.16 10.12
Sugar bagged
(Lakh quintals) 1.99 3.69 12.09 16.24
Particulars Sugar Unit III Sugar Unit IV
Kunthur, Karnataka Kolundampattu, Tamilnadu
2014-15 2013-14 2014-15 2013-14
No of days crushed 194 -- 105 156
Sugarcane crushed
(Lakh tonnes) 5.97 -- 4.12 6.02
Recovery (%) 10.12 -- 9.04 9.21
Sugar bagged
(Lakh quintals) 5.96 - 3.64 5.62
Drought prevailing in the cane area has affected the cane availability
and recovery The expansion of crushing capacity from 2500 TCD to 3600
TCD in the sugar factory at Kunthur Village Karnataka has been
completed and the factory commenced its operation with the expanded
capacity from 27.8.2014
Co-generation of Power
The Co-generation plants have generated 304.18 million units of power
and exported 205.46 million units of power to grids compared to the
generation of 326.44 million units and export of 224.56 million units
in the previous year The 20 MW co-generation plant in the sugar factory
at Kunthur Village Karnataka was synchronized with the grid on
27.8.2014
Distillery Division
During the year the distilleries have produced 29.26 million B Ltrs of
Alcohol as against 27.30 million B Ltrs in the previous year
Granite Division
The Granite Processing Unit has produced 170381 square metres of
Granite Slabs and 28420 square metres of Tiles compared to production
of 183974 square metres of Granite Slabs and 25160 square metres of
Tiles in the previous year
Wind Mill
Wind Mills have generated 11.67 million units of power and exported
10.07 million units of power to grid compared to the generation of
12.10 million units and export of 10.48 million units in the previous
year
Prospects for the current year 2015 - 2016
It is estimated to crush 30 lakh tonnes of sugarcane in aggregate
Performance of co-generation plant will be based on bagasse
availability in the sugar mills It is estimated to produce 30 million B
Ltrs of alcohol in the Distillery Units Improved working results are
expected in Granite Division With the continued surplus in both
domestic and international sugar markets sugar prices are expected to
remain under pressure
Directors and Key Managerial Personnel
In accordance with the provisions of Companies Act 2013 Sri S V
Balasubramaniam is liable to retire by rotation and is eligible for
re-appointment
The Board of Directors at its meeting held on 29.5.2015 has
re-appointed Sri S V Balasubramaniam as the Chairman of the company
with substantial powers of management and Sri B Saravanan as the
Managing Director for a period five years with effect from 2.6.2015 on
the recommendation of Nomination and Remuneration Committee
Dr Radha Ramani has been appointed as an Additional Director
(Independent) on 11.2.2015 She holds office up to the date of ensuing
Annual General Meeting The company has received notice from a member
along with requisite deposit under Section 160 of the Companies Act
2013 proposing Dr Radha Ramani for the office of Independent Director
All the Independent Directors have given declarations that they meet
the criteria of independence as specified under Section 149 (6) of the
Companies Act 2013 and Clause 49 of the Listing Agreement
The Company has devised a policy on Directors' appointment and
remuneration and for performance evaluation of Independent Directors
Board Committees and other Individual Directors which include
performance evaluation of Non-Executive and Executive Directors
The details of programmes for familiarization of Independent Directors
with the company their roles rights responsibilities in the company
nature of the industry in which the company operates business models
and related matters are placed in the website of the company at the
link http://www.bannari.com/InvestorInformation.html
At the Board Meeting held on 11.2.2015 Sri S V Balasubramaniam Chairman
Sri B Saravanan Managing Director Sri C Palaniswamy Company Secretary
and Sri M Ramprabhu Chief Financial Officer were designated as "Key
Managerial Personnel" of the Company pursuant to Section 203 of the
Companies Act 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014
The Directors have confirmed that they are not disqualified from being
appointed as Directors of the company
Particulars of Loans Guarantees or Investments
During the year the company has not made any loan or guarantee or
investment or provided any security under Section 186 of the Companies
Act 2013
Conservation of Energy Technology Absorption Foreign Exchange Earnings
and Outgo
The particulars relating to conservation of energy technology
absorption foreign exchange earnings and outgo as required to be
disclosed under the Companies Act 2013 are provided in Annexure I to
this Report
Particulars of Employees
The information required as per Section 197 of the Companies Act 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014 is furnished in Annexure II to this Report
Meetings of the Board
Five Meetings of the Board of Directors were held during the year The
details are furnished in the Report on Corporate Governance attached
herewith
Committees and Policies
In terms of the provisions of the Companies Act 2013 and the Listing
Agreement the company has constituted Board Committees and framed
required polices The details are furnished in the Corporate Governance
Report attached herewith
Corporate Governance and Management Discussion and Analysis Report
A separate section on Corporate Governance Management Discussion and
Analysis Report and the certificate from the Auditors of the company
regarding compliance of conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement form part of this
Report and annexed as Annexure III
Corporate Social Responsibility (CSR)
Pursuant to Section 135 of the Companies Act 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules 2014 the
company has formulated a policy on Corporate Social Responsibility and
the policy was uploaded in the company's website at
http://www.bannari.com/InvestorInformation.html
The report on CSR activities is attached as Annexure IV to this report
Risk Management / Risk Management Policy
The company has formulated a Risk Management Policy including risk
assessment and minimization procedures The Risk Management Committee
has been assigned with the functions of monitoring and reviewing the
risk management plans of the company In the opinion of the Board no
element of risk that may threaten the existence of the company has been
identified
Vigil Mechanism / Whistle Blower Policy
The company has established a whistle blower policy/vigil mechanism for
Directors and Employees to report concerns about unethical behavior
actual or suspected incidents of fraud or violation of the code of
conduct or ethics policy This mechanism provides adequate safeguards
against victimization of directors/employees who avail of the mechanism
and also provide for direct access to the Chairman of the Audit
Committee The whistle blower policy is posted in the company's website
at the link http://www.bannari.com/InvestorInformation.html
Related Party Transactions
All the related party transactions are entered on arm's length basis
and are in compliance with the applicable provisions of the Companies
Act 2013 and the Listing Agreement All the related party transactions
are placed before the Audit Committee and approved by the Audit
Committee Since there are no transactions which are not on arm's length
basis and material in nature the requirement of disclosure of such
related party transactions in Form AOC-2 does not arise The Related
Party Transactions Policy as approved by the Board is uploaded in the
company's website at http://www.bannari.com/InvestorInformation.html
Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of
the Listing Agreement Independent Directors at their meeting without
participation of non-independent directors and management considered
and evaluated the performance of Board performance of the Chairman and
the Managing Director
The Board has carried out an annual evaluation of its own performance
and of the individual directors as well as the Committees of Directors
Material changes and commitments
During the period from the end of financial year and till the date of
this report there is no material changes and commitments affecting the
financial position of the company There is no change in the nature of
business of the company
Directors' Responsibility Statement
As stipulated in Section 134(3) (c) read with Section 134 (5) of the
Companies Act 2013 your Directors confirm that
a) in the preparation of the annual accounts all the applicable
accounting standards had been followed along with proper explanation
relating to material departures
b) they had 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 of the
company for the year under review
c) they had 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
d) they had prepared the annual accounts on a going concern basis
e) they had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were
operating effectively and
f) they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively
Extract of Annual Return
An extract of Annual Return in Form No MGT-9 is annexed as Annexure V
Auditors / Auditors' Report
At the last Annual General Meeting M/s P N Raghavendra Rao & Co was
appointed as Statutory Auditors of the company for a period of 3 years
and they shall hold office until the conclusion of 33rd Annual General
Meeting of the company Their appointment is subject to ratification by
members at every Annual General Meeting Accordingly necessary
resolution ratifying their appointment is placed for the approval of
members The Auditors' Report does not contain any qualification
reservation or adverse remark
Secretarial Auditors and Secretarial Audit Report
M/s C Thirumurthy & Associates Company Secretaries Coimbatore were
appointed as Secretarial Auditors to conduct secretarial audit for the
financial year 2014-2015 The Report of Secretarial Auditors is annexed
to this report as Annexure VI The Report does not contain any
qualification reservation or adverse remark
Internal Control Systems and their Adequacy
Details of internal control system and their adequacy are provided in
the Management Discussion Analysis Report attached herewith
Cost Audit
Sri M Nagarajan Cost Accountant Coimbatore was appointed as Cost
Auditor to conduct audit of cost accounting records for the financial
year 2014-15
Industrial Relations
The relationship with employees continued to remain cordial throughout
the year under review General
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transaction on these
items during the year under review
i. Details relating to deposits covered under Chapter V of the Act
ii. Issue of equity shares with differential rights as to dividend
voting or otherwise
iii. Issue of shares (including sweat equity shares) to employees of
the company under any scheme
Your Directors state that no significant or material orders were passed
by the Regulators or Courts or Tribunals which impact the going concern
status and company's operations in future
Your Directors further state that during the year under review no case
was filed pursuant to Sexual Harassment of Women at Workplace
(Prevention Prohibition and Redressal) Act 2013
Acknowledgement
Your Directors acknowledge with gratitude the timely assistance and
help extended by the Government of India Governments of Tamilnadu and
Karnataka Banks Karnataka Power Transmission Corporation Limited and
Tamilnadu Electricity Board Your Directors thank the cane growers who
have supplied sugarcane to the factories and wish to place on record
their appreciation of the contributions made by all the employees
By Order of the Board
Coimbatore S V BALASUBRAMANIAM
27.7.2015 Chairman
Mar 31, 2014
Dear Members
The Directors have pleasure in presenting the 30th Annual Report
together with audited accounts of the company for the year ended 31st
March 2014
(Rs in Lakhs)
Financial Results Financial Year
2013-14 2012-13
Profit for the year before depreciation 8410.18 23430.89
Less: Depreciation 5195.53 5995.44
Profit Before Tax 3214.65 17435.45
Less: Provisions: Income Tax - Current 674.43 3497.58
MAT Credit Entitlement (674.43) (614.35)
Deferred Tax 345.90 303.48
Profit After Tax 2868.75 14248.74
Add : Surplus brought forward from
previous year 2916.80 1216.62
Amount available for appropriation 5785.55 15465.36
Appropriations
Provision for diminution in value of
investment (Long Term) (5.09) (124.42)
Provision for Proposed Dividend on
equity shares 1429.96 1429.96
Provision for Tax on Dividend 243.02 243.02
Transfer to General Reserve 2000.00 11000.00
Surplus carried over to Balance Sheet 2117.66 2916.80
TOTAL 5785.55 15465.36
Dividend
Your Directors are glad to recommend dividend @ Rs 12.50/- per equity
share of Rs.10/- each (125% on equity capital)
Review of Operations Sugar Division
The comparative operational performances for the last two years are as
under
During the year under review 25.83 lakh tonnes of sugarcane was crushed
against the estimated cane crush of 30.00 lakh tonnes. Drought in the
cane area had affected the cane availability and recovery The expansion
of crushing capacity from 2500 TCD to 3600 TCD in the sugar factory at
Kunthur Village Karnataka is nearing completion and the factory is
expected to commence its operation before September 2014
Increase in sugarcane cost coupled with unfavorable sugar price have
resulted in loss in sugar segment
Co-generation of Power
The Co-generation plants had generated 326.44 million units of power
and exported 224.56 million units of power to grids compared to the
generation of 425.55 million units and export of 286.24 million units
in the previous year The 20 MW Co-generation plant in the sugar factory
at Kunthur Village Karnataka is expected to commence its operation
before September 2014
Distillery Division
During the year the distilleries had produced 27.30 million B Ltrs of
Alcohol as against 29.39 million B Ltrs in the previous year
Granite Division
During the year under review the demand for your company''s granite
products steadily increased because of the quality and the working
results were encouraging In the Granite Processing Unit 183974 square
metres of Granite Slabs and 25160 square metres of Tiles were produced
compared to production of 162206 square metres of Granite Slabs and
20139 square metres of Tiles in the previous year
Wind Mill
Wind Mills had generated 12.10 million units of power and exported
10.48 million units to grid compared to the generation of 16.76 million
units and export of 15.27 million units
Prospects for the current year 2014 - 2015
Due to lower cane availability it is estimated to crush 25 lakh tonnes
of sugarcane in aggregate Performance of co-generation plant will be
based on baggase availability in our sugar mills It is estimated to
produce 29 million B Ltrs of alcohol in the Distillery
Units Improved working results are expected in Granite Division The
overall working results of the company are expected to be satisfactory
Fixed Deposit
The company has no fixed deposits as on 31.3.2014
Directors
Sri V Venkata Reddy Vice Chairman who retired at the last Annual
General Meeting did not seek re-appointment and hence he was not
re-appointed The Board of Directors wish to place on record their
appreciation for the valuable services rendered by Sri V Venkata Reddy
during his tenure of office as Vice Chairman in the growth of the
company
Sri S V Alagappan and Sri S V Arumugam have resigned from the Board of
Directors on 16.7.2014 The Board of Directors wish to place on record
their appreciation for the valuable services rendered by Sri S V
Alagappan and Sri S V Arumugam during their tenure of office as
Directors
Sri E P Muthukumar and Dr M P Vijayakumar Directors retire at the
ensuing Annual General Meeting and are eligible for re-appointment The
company has received notices along with requisite deposits under
Section 160 of the Companies Act 2013 proposing the candidature of
above Directors for the office of Independent Directors Accordingly it
is proposed to appoint Sri E P Muthukumar and Dr M P Vijayakumar as
Independent Directors for a period of 5 consecutive years and they
shall hold office up to 14th September 2019
In compliance with the provisions of Sections 149, 152 read with
Schedule IV and all other applicable provisions of the Companies Act
2013 and the Companies (Appointment and Qualification of Directors)
Rules 2014 and Clause 49 of the Listing Agreement with the Stock
Exchanges it is proposed to appoint Sri A K Perumalsamy and Sri T
Gundan as Independent Directors for a period of 5 consecutive years and
they shall hold office up to 14th September 2019 The company has
received notices along with requisite deposits under Section 160 of the
Companies Act 2013 proposing Sri A K Perumalsamy and Sri T Gundan for
the office of Independent Directors
Directors'' Responsibility Statement
As stipulated in Section 217(2AA) of the Companies Act 1956 your
Directors confirm that
i. they have followed the applicable accounting standards in the
preparation of annual accounts
ii. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year 2013-2014 and of the
profit of the company for that period
iii. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities and
iv they have prepared the annual accounts on a going concern basis
Particulars of Employees
The information required as per Section 217(2A) of the Companies Act
1956 read with the Companies (Particulars of Employees) Rules 1975 is
furnished in Annexure-I forming part of this Report
Conservation of Energy Technology Absorption Foreign Exchange Earnings
and Outgo
The particulars required to be included in terms of Section 217(1) (e)
of the Companies Act 1956 with regard to Conservation of Energy
Technology Absorption Foreign Exchange Earnings and Outgo are given in
Annexure-II forming part of this Report
Corporate Governance
A separate section on Corporate Governance Management Discussion and
Analysis and a certificate from the Auditors of the company regarding
compliance of conditions of Corporate Governance as stipulated under
Clause 49 of the Listing Agreement form part of this Report
Auditors
M/s P N Raghavendra Rao & Co the present auditors of the company retire
at the ensuing Annual General Meeting and are eligible for
re-appointment
The Board of Directors on the recommendation of the Audit Committee has
proposed to appoint M/s P N Raghavendra Rao & Co Chartered Accountants
Coimbatore as the Statutory Auditors of the company for a period of
three years at the ensuing Annual General Meeting The Auditors have
confirmed their willingness for reappointment as Auditors of the
company and has submitted necessary certificates in compliance of
Section 139 of the Companies Act 2013 read with the Companies (Audit
and Auditors) Rules 2014
Cost Audit
Sri M Nagarajan Cost Accountant Coimbatore was appointed as Cost
Auditor to conduct audit of cost accounting regards for the financial
year 2013-2014 with the approval of Central Government
Industrial Relations
The relationship with employees continued to remain cordial throughout
the year under review
Acknowledgement
Your Directors acknowledge with gratitude the timely assistance and
help extended by the Government of India, Governments of Tamilnadu and
Karnataka, Banks, Karnataka Power Transmission Corporation Limited and
Tamilnadu Electricity Board Your Directors thank the cane growers who
have supplied sugarcane to the factories and wish to place on record
their appreciation of the contributions made by all the employees
By Order of the Board
Coimbatore S V BALASUBRAMANIAM
30.7.2014 Chairman
Mar 31, 2013
Dear Members
The Directors have pleasure in presenting the 29th Annual Report
together with audited accounts of the Company for the year ended 31st
March 2013
(Rs in Lakhs)
Financeial Results Financial Year
2012-13 2011-12
Profit for the year before
depreciation 23430.89 17920.15
Less: Depreciation 5995.44 6676.92
Profit Before Tax 17435.45 11243.23
Less: Provisions: Income Tax - Current 3497.58 2248.30
MAT Credit Entitlement (614.35) (1223.11)
Deferred Tax 303.48 (348.95)
Profit After Tax 14248.74 10566.99
Add : Surplus brought forward
from previous year 1216.62 1134.62
Amount available for appropriation 15465.36 11701.61
Appropriations
Provision for diminution
in value of investment (Long Term) (124.42) 155.44
Provision for Proposed
Dividend on equity shares 1429.96 1143.97
Provision for Tax on Dividend 243.02 185.58
Transfer to General Reserve 11000.00 9000.00
Surplus carried over to Balance Sheet 2916.80 1216.62
TOTAL 15465.36 11701.61
Dividend
Your Directors are glad to recommend dividend @ Rs 12.50/- per equity
share of Rs.10/- each (125% on equity capital)
Review of Operations Sugar Division
Sugar Unit - I Sugar Unit - II
Alathukombai, Tamilnadu Alaganchi, Karnataka
2012-13 2011-12 2012-13 2011-12
No of days crushed 202 212 272 262
Sugarcane crushed
(Lakh tonnes) 6.47 5.68 16.82 14.28
Recovery (%) 10.39 10.31 10.27 10.90
Sugar produced
(Lakh quintals) 6.84 5.81 17.29 15.56
Sugar Unit - III Sugar Unit - IV
Kunthur, Karnataka Kolundampattu, Tamilnadu
2012-13 2011-12 2012-13 2011-12
No of days crushed 37 251 245 265
(Lakh tonnes) 0.69 4.66 11.29 9.99
Recovery (%) 10.95 11.04 9.86 9.73
(Lakh quintals) 0.79 5.15 11.17 9.72
During the year under review the aggregate sugarcane crushed is 35.27
lacs tonnes compared to 34.61 Lacs tonnes in the previous year The
overall working results are better compared to previous year and the
expansion of crushing capacity from 2500 TCD to 3600 TCD at Kunthur
Village Karnataka is in advanced stage of completion
During the year the Central Government pursuant to the recommendations
of Dr C Rangarajan Committee has abolished both levy sugar obligation
and release mechanism of sugar stocks to the benefit of all concerned
with the sugar industry
Co-generation of Power
The Co-generation plants had generated 425.55 million units of power
and exported 286.24 million units of power to grids compared to the
generation of 419.80 million units and export of 291.98 million units
in the previous year The project of establishing 20 MW co-generation
plant at Kunthur Village Karnataka is in advanced stage of completion
Distillery Division
During the year the distilleries had produced 29.39 million B. Ltrs of
Alcohol as against 28.55 million B. Ltrs in the previous year Granite
Division
In the Granite Processing Unit 162206 square metres of Granite Slabs
and 20139 square metres of Tiles were produced compared to production
of 119397 square metres of Granite Slabs and 16727 square metres of
Tiles in the previous year Over the years the working results of this
division have vastly improved and expected to improve further
Wind Mill
Wind Mills had generated 16.76 million of units of power and exported
15.27 million units to grid compared to the generation of 14.38 million
units and export of 12.78 million units in the previous year
Prospects for the Current year 2013 - 2014
It is estimated to crush 30 lakh tonnes of sugarcane in aggregate It is
estimated to produce 29.5 million B. Ltrs of alcohol in distillery
units The workings of granite processing is encouraging and we expect
an improved results in Granite Division The overall working results of
the company are expected to be satisfactory
Fixed Deposit
The company has no fixed deposits as on 31.3.2013 Directors
Sri V Venkata Reddy Sri A K Perumalsamy and Sri T Gundan Directors
retire by rotation at the ensuing Annual General Meeting and are
eligible for re-appointment
Particulars of Employees
The information required as per Section 217(2A) of the Companies Act
1956 read with Companies (Particulars of Employees) Rules 1975 is
furnished in Annexure-I forming part of this Report
Conservation of Energy Technology Absorption Foreign Exchange Earnings
and Outgo
The particulars required to be included in terms of Section 217(1) (e)
of The Companies Act 1956 with regard to Conservation of Energy
Technology Absorption Foreign Exchange Earnings and Outgo are given in
Annexure-II forming part of this Report
Audit Committee
The Audit Committee comprises of Sri V Venkata Reddy Sri E P Muthukumar
Sri S V Arumugam and Sri T Gundan Sri V Venkata Reddy Sri E P
Muthukumar and Sri T Gundan are Independent Directors
Directors'' Responsibility Statement
As stipulated in Section 217 (2AA) of the Companies Act 1956 your
Directors confirm that
i. they have followed the applicable accounting standards in the
preparation of annual accounts
ii. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year 2012-2013 and of the
profit of the company for that period
iii. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities and
iv. they have prepared the annual accounts on a going concern basis
Corporate Governance
A separate section on Corporate Governance Management Discussion and
Analysis and a certificate from the Auditors of the company regarding
compliance of conditions of Corporate Governance as stipulated under
clause 49 of the Listing Agreement form part of this Report
Auditors
M/s P N Raghavendra Rao & Co the present auditors of the company retire
at the ensuing Annual General Meeting and are eligible for
re-appointment
Cost Audit
Sri M Nagarajan Cost Accountant Coimbatore has been appointed as Cost
Auditor to conduct cost audit of sugar and electricity for the
financial year 2012-2013 with the approval of Central Government
Industrial Relations
The relationship with employees continued to remain cordial throughout
the year under review Acknowledgement
Your Directors acknowledge with gratitude the timely assistance and
help extended by the Government of India Governments of Tamilnadu and
Karnataka Banks Karnataka and Tamilnadu Electricity Boards Your
Directors thank the cane growers who have supplied sugarcane to the
factories and wish to place on record their appreciation of the
contributions made by all the employees
By Order of the Board
Coimbatore S V BALASUBRAMANIAM
30.5.2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting the 28th Annual Report
together with audited accounts of the Company for the year ended 31st
March 2012
(Rs in Lakhs)
Financial Results Financial Year
2011-12 2010-11
Profit for the year before depreciation 17920.15 12692.25
Less : Depreciation 6676.92 7083.08
Profit Before Tax 11243.23 5609.17
Less : Provisions : Current Tax 2248.30 627.48
MAT Credit Entitlement (1223.11) (1114.55)
Deferred Tax (348.95) 790.10
Profit After Tax 10566.99 5306.14
Add : Surplus brought forward from
previous year 1134.62 1262.45
Amount available for appropriation 11701.61 6568.59
Appropriations
Provision for diminution in value of
investment (Long term) 155.44 --
Provision for Proposed Dividend on equity
shares 1143.97 1143.97
Provision for Tax on Dividend 185.58 190.00
Transfer to General Reserve 9000.00 4100.00
Surplus carried over to Balance Sheet 1216.62 1134.62
TOTAL 11701.61 6568.59
Dividend
Your Directors have recommended dividend of Rs 10/- per equity share of
Rs 10/- each (100% on equity capital)
Review of Operations
Sugar Division
Sugar Unit-I Sugar Unit-II
Alathukombai, Tamilnadu Alaganchi,Karnataka
2011-12 2010-11 2011-12 2010-11
No of days crushed 212 244 262 278
Sugarcane crushed 5.68 5.09 14.28 11.85
(Lakh tonnes)
Raw Sugar Processed - 0.28 - 0.33
(Lakh tonnes)
Recovery (%) 10.31 9.99 10.90 10.57
Sugar produced
(Lakh quintals)
- From Cane 5.81 5.06 15.56 12.51
- From Raw Sugar - 2.70 - 3.11
Sugar Unit - III Sugar Unit - IV
Kunthur, Karnataka Kolundampattu, Tamilnadu
2011-12 2010-11 2011-12 2010-11
No of days crushed 251 198 265 217
Sugarcane Crushed 4.66 3.50 9.99 5.41
(Lakh tonnes)
Raw Sugar Processed - - - 0.06
(Lakh tonnes)
Recovery (%) 11.04 10.87 9.73 9.29
Sugar Produced
(Lakh quintals)
- From Cane 5.15 3.75 9.72 5.03
- From Raw Sugar - - - 0.53
During the financial year 2011-12 the company had crushed 34.61 lakh
tonnes of cane compared to 25.85 lakh tonnes in the previous year. The
recovery had increased in all the sugar units. The volume of sugar
sales had also increased substantially which yields improved results.
The stock of sugar continues to be at high levels resulting in
increased finance costs.
Out of four sugar plants three sugar plants are integrated with
Co-generation facilities. The company is planning to establish a 20 MW
C o-generation plant in its sugar factory at Kunthur Village, Karnataka
besides expanding the crushing capacity from 2500TCD to 3600 TCD.
Effective use of by-products has ensured significant value addition. In
spite of unfavorable monsoon the company is expected to maintain sugar
cane crush at 35 lakh tonnes. Any increase in sugar price would
benefit the company
Co-generation of Power
The Co-generation plants had generated 419.80 million units of power
and exported 291.98 million units of power to grids compared to the
generation of 409.64 million units and export of 291.06 million units
in the previous year. Continuous delay in making payments by the State
grids significantly affects the liquidity position of the company
Distillery Division
During the year the distillery units had produced 28.55 million B.Ltrs
of Alcohol as against 25.95 million B.Ltrs in the previous year
Granite Division
In the Granite Processing Unit 119397 square meters of Granite Slabs
and 16727 square meters of Tiles were produced compared to production
of 110667 square meters of Granite Slabs and 13675 square meters of
Tiles in the last year
Wind Mill
Wind Mills had generated 14.38 million units of power and exported
12.78 million units to grid compared to the generation of 15.12 million
units and export of 13.27 million units Prospects for the Current Year
2012 - 2013
It is estimated to crush 35 lakh tonnes of Sugarcane in aggregate. It
is estimated to produce 160 Lakh B.Ltrs of alcohol in the Distillery
Unit in Tamilnadu and 150 Lakh B.Ltrs of alcohol in Distillery Unit in
Karnataka . The 'working results of the Company are expected to be
satisfactory
Fixed Deposit
The company has no fixed deposits as on 31.3.2012
Directors
Sri S V Alagappan, Sri S V Arumugam and Sri E P Muthukumar are the
Directors retire by rotation at the ensuing Annual General Meeting and
are eligible for re-appointment
Dr M P Vijayakumar IAS (Rtd) was co-opted as Additional Director on
14.11.2011. He holds office upto the date of ensuing Annual General
meeting. A notice has been received from a member proposing him as a
Director.
Particulars of Employees
The information required as per Section 217(2A) of the Companies Act
1956 read with Companies (Particulars of Employees) Rules 1975 i s
furnished in Annexure-I forming part of this Report
Conservation of Energy Technology Absorption Foreign Exchange Earnings
and Outgo
The particulars required to be included in terms of Section 217(1) (e)
of the Companies Act 1956 with regard to Conservation of Energy
Technology Absorption Foreign Exchange Earnings and Outgo are given in
Annexure-II forming part of this Report
Audit Committee
The Audit Committee comprises of Sri V Venkata Reddy Sri E P
Muthukumar Sri S V Arumugam and Sri T Gundan. Sri V Venkata Reddy Sri
E P Muthukumar and Sri T Gundan are Independent Directors
Directors' Responsibility Statement
As stipulated in Section 217 (2AA) of the Companies Act 1956 y our
Directors confirm that
i. they have followed the applicable accounting standards in the
preparation of annual accounts
ii. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year 2011-2012 and of the
profit of the company for that period
iii. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance 'with the provisions of the
Companies Act 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities and
iv. they have prepared the annual accounts on a going concern basis
Corporate Governance
A separate section on Corporate Governance Management Discussion and
Analysis and a certificate from the Auditors of the company regarding
compliance of conditions of Corporate Governance as stipulated under
clause 49 of the Listing Agreement form part of this Report
Auditors
M/s P N Raghavendra Rao & Co the present auditors of the company
retire at the ensuing Annual General Meeting and are eligible for
re-appointment
Cost Audit
Sri M Nagarajan Cost Accountant Coimbatore has been appointed as Cost
Auditor to conduct cost audit of sugar, industrial alcohol and
electricity units for the financial year 2011-2012 with the approval of
Central Government
Industrial Relations
The relationship with employees continued to remain cordial throughout
the year under review
Acknowledgement
Your Directors acknowledge with gratitude the timely assistance and
help extended by the Government of India, Governments of Tamilnadu and
Karnataka, Banks, Karnataka and Tamilnadu Electricity Boards. Your
Directors thank the cane growers who have supplied sugarcane to the
factories and wish to place on record their appreciation of the
contributions made by all the employees
By Order of the Board
Coimbatore S V BALASUBRAMANIAM
25.5.2012 Chairman
Mar 31, 2011
Dear Members
The Directors have pleasure in presenting the 27th Annual Report
together with audited accounts of the Company for the year ended 31st
March 2011
(Rs in Lakhs)
Financial Results Financial Year
2010-11 2009-10
Profit for the year before depreciation 12692.25 23807.83
Less : Depreciation 7083.08 3834.06
Profit Before Tax 5609.17 19973.77
Less : Provisions : Income Tax 1114.55 3978.73
MAT Credit Entitlement (1114.55) (886.66)
Previous year provision written back (487.07)
Deferred Tax 790.10 2518.37
Profit After Tax 5306.14 14363.33
Add : Surplus brought forward from
previous year 1262.45 1731.78
Amount available for appropriation 6568.59 16095.11
Appropriations
Provision for diminution in value of
investment - (5.73)
Transfer to General Reserve 4100.00 13500.00
Provision for Proposed Dividend 1143.97 1143.97
Provision for Tax on Dividend 190.00 194.42
Surplus carried over to Balance Sheet 1134.62 1262.45
TOTAL 6568.59 16095.11
Dividend
Your Directors are glad to recommend dividend @ Rs 10/- per equity
share of Rs 10/- each (100% on equity capital)
Review of Operations Sugar Division
Sugar Unit
- I Sugar Unit
- II Sugar Unit
- III* Sugar Unit
- IV#
2010-11 2009
-10 2010-11 2009
-10 2010-11 2009
-10 2010-11 2009
-10
No of days
crushed 244 240 278 227 198 - 217 49
Sugarcane
crushed 5.09 5.89 11.85 7.98 3.50 - 5.41 0.46
(Lakh tonnes)
Raw Sugar
Processed 0.28 0.14 0.33 0.22 - - 0.06 0.007
(Lakh tonnes)
Recovery (%) 9.99 10.23 10.57 10.23 10.87 - 9.29 9.00
Sugar produced
(Lakh quintals)
- From Cane 5.06 6.04 12.51 8.16 3.75 - 5.03 0.28
- From Raw Sugar 2.70 1.33 3.11 2.14 - - 0.53 0.06
*Sugar unit III started its crushing from 30.8.2010 #Sugar unit IV
commenced its operations on 271.2010
During the year under review the sugar prices remained flat throughout
the year at uneconomical levels. The cost of inputs had increased
substantially mainly due to steep increase in cane price. The stock of
sugar was almost 60% of the total production resulting in increase of
carrying cost
Co-generation of Power
The co-generation plants had generated 409.64 million units of power
and exported 291.06 million units of power to grids compared to the
generation of 245.58 million units and export of 168.78 million units
in the previous year. The increase is due to the full year operation of
co-generation plant at Unit-IV at Thiruvannamalai District. The dues on
supply of power to the Tamilnadu and Karnataka Government grids are not
settled in time and the delay has impacted the working capital finance
of the company
Distillery Division
During the year the distillery units had produced 25.95 million BLtrs
of Alcohol as against 26.80 million BLtrs in the previous year
Granite Division
In the granite processing unit 110667 square metres of granite slabs
and 13675 square metres of tiles were produced compared to production
of 111658 square metres of granite slabs and 10722 square metres of
tiles in the last year
Wind Mill
Wind Mills had generated 15.12 million units of power and exported
13.27 million units to grid compared to the generation of 16.77 million
units and export of 15.18 million units
Prospects for the Current year 2011 - 2012
It is estimated to crush 30 lakh tones of sugarcane in aggregate. It is
estimated to produce 16.5 million BLtrs of alcohol in the Distillery
Unit in Tamilnadu and 15.8 million BLtrs of alcohol in Distillery Unit
in Karnataka . The working results of the company are expected to be
satisfactory
Fixed Deposit
The company has no fixed deposits as on 31.3.2011
Directors
Sri A K Perumalsamy and Sri T Gundan Directors retire by rotation at
the ensuing Annual General Meeting and are eligible for re-appointment.
Sri P L Sivanappan Director of the company who retired at the last
Annual General Meeting did not seek re-appointment and hence he was not
re-appointed as Director of the company. Your Directors wish to place
on record the very valuable services rendered by him during his tenure
of office
Particulars of Employees
The information required as per Section 217(2A) of the Companies Act
1956 read with Companies (Particulars of Employees) Rules 1975 is
furnished in Annexure-I forming part of this Report
Conservation of Energy Technology Absorption Foreign Exchange Earnings
and Outgo
The particulars required to be included in terms of Section 217(1) (e)
of the Companies Act 1956 with regard to Conservation of Energy
Technology Absorption Foreign Exchange Earnings and Outgo are given in
Annexure-II forming part of this Report
Audit Committee
The Audit Committee comprises of Sri V Venkata Reddy Sri E P Muthukumar
Sri S V Arumugam and Sri T Gundan. Sri V Venkata Reddy Sri E P
Muthukumar and Sri T Gundan are Independent Directors
Directors' Responsibility Statement
As stipulated in Section 217 (2AA) of the Companies Act 1956 your
Directors confirm that
i they have followed the applicable accounting standards in the
preparation of annual accounts
ii they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year 2010-2011 and of the
profit of the company for that period
iii they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities and
iv they have prepared the annual accounts on a going concern basis
Corporate Governance
A separate section on Corporate Governance Management Discussion and
Analysis and a certificate from the Auditors of the company regarding
compliance of conditions of Corporate Governance as stipulated under
clause 49 of the Listing Agreement form part of this Report
Auditors
M/s P N Raghavendra Rao & Co the present auditors of the company retire
at the ensuing Annual General Meeting and are eligible for
re-appointment
Cost Audit
Sri M Nagarajan Cost Accountant Coimbatore has been appointed as Cost
Auditor to conduct cost audit of sugar units for the financial year
2010-2011 with the approval of Central Government
Industrial Relations
The relationship with employees continued to remain cordial throughout
the year under review
Acknowledgement
Your Directors acknowledge with gratitude the timely assistance and
help extended by the Government of India Governments of Tamilnadu and
Karnataka and Banks. Your Directors thank the cane growers who have
supplied sugarcane to the factories and wish to place on record their
appreciation of the contributions made by all the employees
By Order of the Board
Coimbatore S V BALASUBRAMANIAM
23.5.2011 Chairman
Mar 31, 2010
The Directors have pleasure in presenting the 26th Annual Report
together with audited accounts of the company for the year ended
31st March 2010
(Rs in Lakhs)
Financial highlights Financial Year
2009-10 2008-09
Profit for the year before depreciation 23807.83 16597.74
Less : Depreciation 3834.06 3408.23
Profit Before Tax 19973.77 13189.51
Less : Provisions : Income Tax 3978.73 1491.86
Fringe Benefit Tax - 20.43
MAT Credit Entitlement (886.66) (707.30)
Deferred Tax 2518.37 401.75
Profit After Tax 14363.33 11982.77
Add : Surplus brought forward from
previous year 1731.78 1732.55
Amount available for appropriation 16095.11 13715.32
Appropriations
Provision for diminution in value of
investment (5.73) 4.78
Transfer to Capital Redemption Reserve - 1846.00
Transfer to General Reserve 13500.00 8600.00
Dividend on Preference Capital - 166.14
Dividend on Equity Capital 1143.97 1143.97
Provision for Tax on Dividend 194.42 222.65
Surplus carried over to Balance Sheet 1262.45 1731.78
TOTAL 16095.11 13715.32
Dividend
Your Directors are glad to recommend dividend of Rs 10/- per equity
share of Rs 10/- each (100% on equity capital)
Review of Operations Sugar Division
The company had crushed 1433182 tonnes of sugarcane in all its
factories as against 2276689 tonnes of sugarcane in the previous year.
The sugar produced in the current year was 1448340quintals as against
2323441 quintals in the previous year. The company had also processed
36834 tonnes of raw sugar. The financial results of the sugar division
were appreciable mainly due to buoyant sugar prices. Your Directors are
glad to inform that the Sugar Unit IV at Thiruvannamalai District has
commenced its commercial operations from27.01.2010.
Co-generation of Power
The Co-generation plants had generated 245.58 million uints of Power
and exported 168.78 million units of Power to Grids compared to the
generation of 284.59 million units and export of 186.23 million units
in the previous year. Due to lower crush of sugarcane the Bagasse
availability for Co-generation plant was not adequate for optimum
operations, resulting in lower profits compared to the previous years
Distillery Division
During the current year the Distillery Units had produced 26799381
BLtrs of Alcohol as against 25742810 BLtrs of Alcohol in the previous
year.
Granite Division
In the Granite Processing Unit 111658 square metres of Granite Slabs
and 10722 square metres of Tiles were produced compared to production
of 93575 square metres of Granite Slabs and 13488square metres of Tiles
in the lastyear
Wind Mill
The Wind Mills had generated 16.77million units of Power and exported
15.18million units to grid compared to generation of 15.12 million
units and export of 13.33 million units of power to grid in the
previous year
Prospects for the Current Year 2010 - 2011
It is estimated to crush 18.75 lakh tonnes of sugarcane in all its
factories. The All India Sugar production is estimated to increase and
the Sugar prices are expected to remain stable at lower levels. The
cane price paid/payable is much higher than the previous years
increasing the cost of production. It is also estimated to produce 337
lakh BLtrs of Spirit in Distillery Units
Fixed Deposit
The company has nofixeddeposit as on31.3.20l0
Appointment of Chairman
The present term of office of Sri S V Balasubramaniam as Managing
Director of the company expires on 8.10.2010. After considering the
recommendations of the Remuneration Committee, the Board of Directors
at its meeting held on 27.5.2010 has restricted the present term of
office to 1 st June 2010 and appointed Sri S V Balasubramaniam as
Chairman of the company with substantial powers of management with
effect from 2.6.2010. The terms and conditions of his appointment and
payment of remuneration are subject to the approval of the members of
the company. Necessary special resolutions are placed before the
members for their approval
Appointment of Managing Director
The term of office of Sri B Saravanan as Joint Managing Director of the
company expires on 4.7.2010. After considering the recommendations of
the Remuneration Committee, the Board of Directors at its meeting held
on 27.5.2010 has restricted the present term of office to 1 st June
2010 and appointed Sri B Saravanan as Managing Director of the company
with effect from 2.6.2010. The terms and conditions of his appointment
and payment of remuneration are subject to the approval of the members
of the company. Necessary resolutions are placed before the members for
their approval
Directors
Sri V Venkata Reddy and Sri P L Sivanappan Directors retire by rotation
at the ensuing Annual General Meeting and are eligible for
re-appointment
Particulars of Employees
The information required as per Section 217(2A) of the Companies Act
1956 read with Companies (Particulars of Employees) Rules 1975is
furnished in Annexure-I forming partof this Report
Conservation of Energy Technology Absorption Foreign Exchange Earnings
and Outgo
The particulars required to be included in terms of Section 217( 1) (e)
of the Companies Act 1956with regard to Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings and Outgo are given in
Annexure-ll forming partof this Report
Audit Committee
The Audit Committee comprises of Sri V Venkata Reddy Sri E P Muthukumar
Sri S V Arumugam and Sri T Gundan. Sri V Venkata Reddy Sri E P
Muthukumar and Sri T Gundan are Independent Directors
Directors Responsibility Statement
As stipulated in Section 217 (2AA) of the Companies Act 1956your
Directors confirm that
i they have followed the applicable accounting standards in the
preparation of annual accounts
ii they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year2009-2010and of the profit
of the company for that period
iii they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act 1956for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities and
iv they have prepared the annual accounts on a going concern basis
Corporate Governance
A separate section on Corporate Governance Management Discussion and
Analysis and a certificate from the Auditors of the company regarding
compliance of conditions of Corporate Governance as stipulated under
clause 49 of the listing agreement form partof this Report
Auditors
M/s P N Raghavendra Rao & Co the present auditors of the company retire
at the ensuing Annual General Meeting and are eligible for
re-appointment
Cost Audit
Sri M Nagarajan Cost Accountant Coimbatore has been appointed as Cost
Auditor to conduct cost audit of Sugar units for the financial
year2009-2010with the approval of Central Government
Industrial Relations
The relationship with employees continued to remain cordial throughout
the year under review
Acknowledgement
Your Directors acknowledge with gratitude the timely assistance and
help extended by the Government of India Governments of Tamilnadu and
Karnataka, Banks, Karnataka Power Transmission Corporation Limited and
Tamilnadu Electricity Board Your Directors thank the cane growers who
have supplied sugarcane to the factories and wish to place on record
their appreciation of the contributions made by all the employees
By Order of the Board
Coimbatore S V BALASUBRAMANIAM
27.5.2010 Chairman