Directors Report of Dhampur Sugar Mills Ltd.

Mar 31, 2018

To,

The Members,

Dhampur Sugar Mills Limited

The Directors have pleasure in presenting their Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2018.

Financial Results: (Rs. in Crore)

Particulars	Consolidated		Standalone
	31st March, 2018	31st March, 2017	31st March, 2018	31st March, 2017
Revenue from operations	3,423.14	2,740.73	3,347.49	2,691.15
Profit before finance costs, tax, depreciation and amortisation, exceptional items and other comprehensive income	381.83	541.14	388.68	545.82
Less: Finance costs	121.52	167.2	121.3	167.02
Less: Depreciation and amortisation expense	57.73	54.27	56.69	53.95
Profit Before Tax	202.58	319.67	210.69	324.85
Provision for Tax	51.32	90.14	53.53	89.98
Profit for the year	151.26	229.53	157.16	234.87
Other comprehensive income (net of tax)	(0.71)	(1.5)	(0.43)	(1.47)
Total comprehensive income for the year	150.55	228.03	156.73	233.40

Operational performance:

The key operational data of the Company is as under: Sugar operations at a glance

	31st March, 2018	31st March, 2017
Cane crushed (in lac quintals)	662.01	541.87
Recovery (%)	11.28	10.94
Sugar Produced From Cane ( in lac quintals)	74.82	59.28

Co-generation operations at a glance

	31st March, 2018	31st March, 2017
Power generated (M.W.)	734616	642525
Sale to UPPCL (M.W.)	432766	393630

Chemical operations at a glance

Poduction	31st March, 2018	31st March, 2017
RS/ENA/Ethanol ( in lacs BL)	600.40	683.59
Chemicals (net) (in lacs KG)	140.70	146.13

Company’s Performance during FY 2018

Revenue of the Company during the year 2017-18 has improved to RS.3347.49 crores as compared to RS.2691.15 crores during the year 2016 17, witnessing increase of 24.4% mainly due to improved sugar sale volume. Total comprehensive income, earned by the Company during the year is RS.156.73 crores as compared to RS.233.40 crores in previous year due to reduction in sugar sale prices.

The Company crushed 66.20 lakh tonnes of sugarcane during the financial year ended 31st March 2018 as compared to 54.19 lakh tonnes last year. The Sugar Recovery improved to 11.28% during the year from 10.94% in previous year. The Company sold 7.7 lakh tonnes of sugar at an average realisation of RS.35.1/kg as against 5.3 lakh tonnes sugar sold at an average realisation of RS.35.9/kg last year. The Company is working closely with farmers to improve sugar cane yield and cane quality and imparting training on modern agricultural practices. The Company expects improvement in supply of quality of cane due to cane development initiatives, thereby reduction in cost of production of sugar.

The Company generated 73.46 crores units of Power during the financial year 2018 as compared to 64.25 crores units in the previous year. Power exported 43.28 crores units during the financial year ended 31st March 2018 to Uttar Pradesh grid as against 39.36 crores units in previous year. The power realisation stood at RS.5/unit as against RS.5.1/unit last year. Revenues from power segment are expected to improve further due to higher availability of bagasse owing to higher cane crushed.

The Company performed satisfactorily. The Company sold 6.67 crores bulk litres of alcohol during the financial year ended 31st March 2018 as against 6.78 crores bulk litres in previous year. The average realisation stood during the financial year ended 31st March 2018 RS.38.40/bulk litre as against 41.40/ bulk litre in the previous year. The Company has installed incinerator boilers successfully at distilleries in order to achieve zero liquid discharge and generate 11.5 MW power out of effluent resulting in higher asset utilisation. The Company expects to improve its performance further due to higher molasses availability and thrust of the Central Government on the Ethanol Blending Programme.

Performance of Subsidiaries

DIPL (Wholly Owned Subsidiary Overseas)

DIPL (Dhampur International Pte. Ltd.) achieved turnover of RS.91.34 crores for the year ended 31st March 2018 as compared to RS.77.33 crores last year with profit after tax of RS.0.76 crores as compared to Loss of RS.6.30 crores last year. DSML infused fresh capital of USD 4 million in DIPL during the year.

Ehaat Ltd (Wholly Owned Subsidiary)

Ehaat Ltd achieved turnover of RS.5.36 crores for the year ended 31st March 2018 as compared to H NIL last year with loss of RS.5.36 crores as compared to Loss of RS.0.25 crores last year. DSML transferred business of rural distribution of consumer products to Ehaat Ltd on a slump sale basis in consideration of RS.1.67 crores and Ehaat Ltd allotted equity share capital for the same. DSML further invested RS.2.00 crores in equity share capital of Ehaat Ltd during the year.

DETS Ltd (Subsidiary)

DETS Ltd achieved turnover of RS.3.69 crores for the year ended 31st March 2018 as compared to RS.14.13 crores last year with loss of RS.0.91 crores as compared to Profit of RS.0.74 crores last year.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 as Annexure-2 and forms an integral part of this Report.

Material Changes and Commitments during the Year

There are no material changes and commitments affecting the financial position of the Company which have occurred between 31st March, 2018 and at the date of the Report, as required under Section 134(3)(l) of the Companies Act, 2013.

However, the Company has transferred its Rural Distribution Business of Consumer Products to its wholly owned subsidiary Ehaat Limited vide Slump Sale Agreement dated 25th May, 2017. The transaction is not material in terms of Company Law Provisions and Listing Regulations.

Change in the Nature of Business

During the year, there was no material change in the nature of business of the Company.

Dividend

The Board of Directors (at its meeting held on 31st January, 2018), had declared interim dividend at 30% i.e. RS.3.00 per Equity Share of RS.10 each.

The Interim Dividend declared by the Board of Directors is proposed to be confirmed as final by Shareholders in the ensuing Annual General Meeting.

Reserves & Surplus

The Company has earned a Net Profit after tax of 157.16 Crores which has been adjusted as per the head Reserve and Surplus and is given in the notes to Financial Statements forming part of this Report.

Directors

Shri Gautam Goel and Shri Sandeep Kumar Sharma shall retire at the ensuing Annual General Meeting and being eligible have offered themselves for their respective re-appointment.

Independent Directors Shri M.P Mehrotra, Shri Priya Brat and Shri Harish Saluja are more than 75 years of age. In terms of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 dated 9th May, 2018 (effective from 01st April, 2019), their continuation as Independent Directors need approval of Shareholders. Accordingly the special resolutions have been placed for approval by shareholders in the ensuing Annual General Meeting.

Profile and other information regarding the directors seeking appointment/reappointment or continuation of term in case of attaining age of more than 75 years as required under Listing Regulations( as amended from time to time) and Secretarial Standards have been given in the Notice convening the Annual General Meeting of the Company.

Key Managerial Personnel

Mr. Arhant Jain retired as Chief financial Officer (CFO) and Company Secretary (CS) of the Company w.e.f. 3rd April, 2017. The Board appreciates his valuable contribution to the Company.

Mr. Nalin Kumar Gupta was appointed as Chief Financial Officer of the Company w.e.f. 25.05.2017.

Ms. Aparna Goel, a member of The Institute of Company Secretaries of India, has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. 25.05.2017.

Deposits

1. Accepted during the year: RS.7.95 crores

2. Remained unpaid or unclaimed (excluding interest thereon) as at the end of the year RS.0.70 Crores

3. If there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

a. At the beginning of the year; NIL

b. Maximum during the year; NIL

c. At the end of the year. NIL

Deposits not in compliance with Chapter V of the Act

The Company has not accepted any deposit, not in compliance with Chapter V of the Act.

Particulars of Loans, Guarantees or Investment

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements forming part of this annual report.

Related Party Transactions

All the transactions carried out with Related parties for the year under review were on arm’s length basis and are in compliance with the applicable provisions of the Act and Listing Regulations.

There are no material significant related party transactions 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.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company’s website at http://www.dhampur.com

Your Directors draw attention of the members to Note No. 44 of the Financial Statement which sets out related party disclosures.

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 and Rules made there under are not attracted. Thus disclosure in Form AOC 2 in terms of Section 134 of Companies Act, 2013 is not required.

Credit Rating:

CARE Ratings, a Credit Rating Agency vide its letter dated 23rd August, 2017 has revised and upgraded the Credit Rating of the Company from Care BBB (Triple B Plus)” with Stable Outlook to Care A- (Single A Minus;) with Stable Outlook for Long Term/Short Term Credit Facilities from banks and Fixed Deposits accepted by the Company respectively.

Auditors :-

Statutory Auditors and their Audit Report:

M/s. TR Chadha & Co., Chartered Accountants (ICAI Firm Registration number 006711N/N500028) and M/s. Atul Garg & Associates, Chartered Accountants, (ICAI Firm Registration number 01544C) are Joint Statutory Auditors of the Company and shall continue to be Statutory Auditors till the conclusion of Eighty Seventh Annual General Meeting to be held in the year 2022. The report given by the Auditors on the Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2018 forms part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their reports.

The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013.

Cost Auditors

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, The Board of Directors, on the recommendation of Audit Committee, has re-appointed Shri S.R. Kapur, Cost Accountant, Khatauli as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2018-19. As required under Companies Act, 2013 the remuneration payable to Cost Auditor is required to be placed before the members in Annual General Meeting for their ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to Shri. S. R. Kapur, Cost Auditor is included in the Notice convening Annual General Meeting.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013, The Board of Directors, on the recommendation of Audit Committee has re-appointed M/s D.C Chhajed, Chartered Accountants, New Delhi as Internal Auditors of the Company for the Financial Year 2018-19.

Internal Control Systems And Their Adequacy

The details in respect of Internal Control system and their adequacy are included in the Management Discussion and analysis, report which is a part of this report.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made there under, the Company has appointed M/s. GSK & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure 3 and forms an integral part of this report.

There is no secretarial audit qualification for the year under review. Management Discussion and Analysis

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

Corporate Governance

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Section on Corporate Governance practices followed by the Company, together with a certificate from M/s. GSK & Associates, a firm of Company Secretaries in Practice, confirming compliance forms an integral part of this Report.

Compliance with Secretarial Standards

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has complied with each one of them.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your directors state that:

(a) In the preparation of the annual accounts, the Company has adopted Ind AS notified under Companies (Indian Accounting Standard) Rule, 2015. The adoption of Ind AS was carried out in accordance with Ind AS using April 01,2016 as the transition date. Restatement of previous year figures presented in the Financial Statements in accordance with the notification dated 16th February, 2015, issued by the Ministry of Corporate Affairs,. Accordingly, the Financial Statements, forming part of the Annual Report, have been prepared in accordance with Ind AS prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) (Amendment) Rules, 2016. The Company has adopted all the applicable Ind AS and the adoption was carried out in accordance with Ind AS 101 (First time adoption of Indian Accounting Standards).

(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 (including other comprehensive income) 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 operating effectively; and

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

Declaration by Independent Directors

The Company has received declaration from all Independent Directors as under in accordance with the provisions of Section 149(6) of Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

1. Shri M.P Mehrotra

2. Shri Priya Brat

3. Shri Ashwani K Gupta

4. Shri Harish Saluja

5. Shri Rahul Bedi

6. Smt Nandita Chaturvedi

Committees of the Board

The Board of Directors has the following Committees:

Mandatory Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee (CSR Committee)

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of this report.

Non Mandatory Committees:

1. The Company has also constituted a committee named Finance Sub Committee, in order to carry out routine functions of the Company. The Committee met 11 (eleven) times during the year 2017-18.

2. The Company has also formed Risk Management Committee for the purpose of Risk Management by the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the evaluation of its own performance and that of the Board Committees, viz. Audit Committee, Nomination and Remuneration Committee, CSR Committee and Stakeholders’ Relationship Committee as well as evaluation of the performance of Directors individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, corporate governance practices and stakeholders’ interests, etc. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, meeting risk management and competition challenges, compliance and due diligence, financial control, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of all the Directors including Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors. The Nomination and Remuneration Committee also carried out evaluation of every Director’s performance, after laying down criteria for evaluation by way of the aforesaid structured questionnaire. The Directors expressed satisfaction with the evaluation process and results thereof.

Nomination and Remuneration Policy:

The Board of Directors have framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. Details of this policy are set out in the Corporate Governance Report which forms a part of this Report. The remuneration policy is in consonance with the existing policy of the Company.

Risk Management Policy

Risk Management Policy of the Company is in place for Risk assessment and mitigation. Risk procedures are periodically reviewd to ensure control on Risk through properly defined framework. The Companies Risk Management strategy is integrated with its overall business strategies and is communicated throughout the organisation. The Policy facilitates in identification of risks at appropriate time and ensures necessary steps to be taken to mitigate the risks.

Vigil Mechanism/Whistle Blower Policy

The Company has formulated Vigil Mechanism /Whistle Blower Policy for employees and Directors in order to keep high standards of ethical behaviour and provide safeguards to whistle blower.

The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Company’s website at http://www.dhampur.com

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed during the year 2017-18.

No. of complaints received Nil

No. of complaints disposed Nil

Corporate Social Responsibility (CSR)

The composition of CSR committee is as under:

1. Shri V.K Goel, Chairman

2. Shri Gaurav Goel, Member

3. Shri M.P. Mehrotra, Member

The Annual Report on CSR activities is attached as per Annexure - 4

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 (3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure-5 and forms an integral part of this Report.

Extract of Annual Return

According to the provisions of Section 92(3) of the Companies Act, 2013 the prescribed Form MGT-9 (Extract of Annual Return) is attached as per Annexure-6.

Details of Board Meetings held during the year

The Board of Directors met four times during the Financial Year 2017-18. Details of the Board Meetings and attendance at the meetings held during the Financial Year 2017-18 forms part of the Corporate Governance Report.

Significant and Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status And Company’s Operations In Future

There was no such order passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

Statutory Information

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 1 and forms an integral part of this Report. A statement furnishing the names ofTop Ten employees in terms of remuneration drawn and persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure -7 and forms an integral part of this Report.

The above annexure is not being sent along with this Annual Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered office of the Company, twenty one days before and upto the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said annexure is a relative of any Director of the Company. None of the employees hold (by himself or alongwith his spouse and dependent children) more than two percent of the Equity Shares of the Company.

Acknowledgements:

Your Directors place on record their acknowledgement and sincere appreciation to the shareholders for their confidence in the Management of the Company, the Central Government, the State Government, banks and financial institutions for their continued support, the cane growers for their efforts in ensuring timely cane supply, the Company’s officers and staff for their relentless and dedicated efforts, resulting in the Company’s growth and look forward to a bright future.

For and on behalf of the Board

Place: New Delhi V. K. Goel

Dated: 9th May, 2018 Chairman

(DIN:-00075317)

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Mar 31, 2017

To,

The Members,

Dhampur Sugar Mills Limited

The directors have pleasure in presenting their Annual Report of the company together with the Audited accounts for the period ended on 31st March, 2017.

Financial Results: (Rs. in Crore)

	Consolidated		Standalone
Particulars	31st March, 2017	31st March, 2016	31st March, 2017	31st March, 2016
Gross Income	2608.16	2257.71	2558.61	2207.44
Profit Before Interest and Depreciation	537.46	245.18	542.16	240.73
Finance Charges	(167.02)	(158.65)	167.02	158.63
Gross Profit	896.29	521.71	885.20	518.52
Provision for Depreciation	(53.95)	(55.14)	53.95	54.86
Net Profit Before Tax	315.99	31.39	312.19	37.46
Provision for Tax	(78.16)	(5.51)	(78.15)	(5.51)
Net Profit After Tax	236.70	25.88	243.04	31.95
Balance of Profit brought forward	(62.96)	(74.25)	(51.30)	(68.66)
Balance available for appropriation	173.74	(48.37)	191.74	(36.71)
Proposed Dividend on Equity Shares	(23.24)	0.00	(23.24)	0.00
Tax on proposed Dividend	(4.73)	0.00	(4.73)	0.00
Transfer to General Reserve	(75.00)	0.00	(75.00)	0.00
Other Appropriations	(44.01)	(14.59)	(44.29)	(14.59)
Surplus carried to Balance Sheet	26.76	(62.96)	44.48	(51.30)

Operational performance:

The key operational data of sugar/co-generation/chemical units are as follows:

Sugar operations at a glance

	31st March, 2017	31st March, 2016
Cane crushed (lac-qtls.)	541.87	483.05
Recovery (per cent)	10.94	10.53
Sugar Produced From Cane (lac-qtls.)	59.28	50.88

Co-generation operations at a glance

	31st March, 2017	31st March, 2016
Power generated (M.W.)	642525	660233
Sale to UPPCL (M.W.)	393630	430691

Chemical operations at a glance

Production	31st March, 2017	31st March, 2016
RS/ENA/Ethanol ( in lacs BL)	683.59	710.25
Chemicals (net) (in lacs KG)	146.13	138.53

Subsidiaries, Joint Ventures or Associate Companies

The financial statements of Dhampur International Pte Limited, DETS Limited and Ehaat Limited, subsidiaries of the Company is annexed as Annexure 2 and forms an integral part of this report.

Material Changes and Commitments during the Year

There are no material changes and commitments affecting the financial position of the company which have occurred between 31st March, 2017 and the date of the report, as required under Section 134(3)(l) of the Companies Act, 2013.

However, the company has transferred its ''Rural Distribution Business of Consumer Products'' to its wholly owned subsidiary Ehaat Limited vide Slump Sale Agreement dated 25th May 2017. The transaction is not material in terms of company law provisions and Listing Regulations.

Change in the Nature of Business

During the year, there was no material change in nature of business of the company.

Dividend

Your directors recommend dividend of H3.50 per equity share of H10 each for the year ending 31st March 2017. During the year Interim dividend of H2.50 per equity share of H10 each was also paid. So the total dividend for the year is H6.00 per equity share of H10 each.

Reserves & Surplus

The Company has earned a Net Profit after tax of Rs. 243.04 Crore which has been adjusted in the Surplus/(Deficit) under the head Reserves & Surplus. The Reserves & Surplus now amounted to Rs. 890.72 Crores as at 31st March, 2017.

Equity Share Capital

During the current financial year, the Company has issued and allotted 61,72,655 equity shares of Rs. 10 each at a premium of Rs. 88.68 per equity share by way of Qualified Institutional Placement.

Directors

Shri Vijay Kumar Goel, Shri Ashok Kumar Goel and Shri Gaurav Goel will retire at the ensuing Annual General Meeting and being eligible have offered themselves for their respective re-appointment.

During the year Shri Anoop Kumar Wahi was appointed as Nominee Director of Punjab National Bank in place of Shri D.L Mittal.

It has been proposed to change the Remuneration and terms of appointment of Shri V.K Goel, Chairman, Shri A.K Goel, Vice Chairman, Shri Gaurav Goel, Shri Gautam Goel, Managing Directors and Shri Sandeep Kumar Sharma, Whole Time Director subject to approval of shareholders in the ensuing annual general meeting of the Company.

Brief profile of Shri Vijay Kumar Goel, Shri Ashok Kumar Goel, Shri Gaurav Goel, Shri Gautam Goel and Shri Sandeep Sharma has been given in the Corporate Governance, forming part of the Annual Report.

Key Managerial Personnel

Shri Gaurav Goel and Shri Gautam Goel are the Managing Directors of the Company and Shri Nalin K Gupta is Chief Financial Officer and Ms Aparna Goel is Company Secretary of the Company.

Deposits

1. Accepted during the year : Rs.21.21 crores

2. Remained unpaid or unclaimed (excluding interest thereon) as at the end of the year Rs. 0.70 Crores

3. If there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

a. At the beginning of the year; Nil

b. Maximum during the year; Nil

c. At the end of the year. Nil

Deposits not in compliance with Chapter V of the Act

The Company has not accepted any deposit, which is not in compliance with chapter V of the Act.

Particulars of Loans, Guarantees or Investment

Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

Related Party Transactions

All the transactions carried out with Related parties for the year under review were on arm''s length basis and are in compliance with the applicable provisions of the Act and Listing Regulations.

There are no material significant related party transactions 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.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at http://www.dhampur.com

Your directors draw attention of the members to Note No. 33 of the Financial Statement which sets out related party disclosures.

Auditors and Auditors'' Report

Pursuant to provisions of Section 139 (2) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, Regulation 18 of SEBI (LODR) Regulations, 2015 and other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 2013, the term of existing auditors i.e. M/s Mittal Gupta & Company, Chartered Accountants, Kanpur will concludenand they will retire at the conclusion of forthcoming Annual General Meeting of the Company.

The Board of Directors places on record its appreciation to the services rendered by Messrs Mittal Gupta & Company as the Statutory Auditors of Company.

Subject to the approval of the Members, the Board has recommended appointment of M/s. TR Chadha & Co., Chartered Accountants (ICAI Firm Registration number 006711N/N500028 ) and M/s. Atul Garg & Associates, Chartered Accountants, (ICAI Firm Registration number 01544C ) as Joint Statutory Auditors of the Company .

Cost Auditor

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, The Board of Directors, on the recommendation of Audit Committee, has appointed Shri S.R. Kapur, Cost Accountant, Khatauli as Cost Auditor to audit the cost accounts of the Company for the financial year 2017-18. As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013, The Board of Directors, on the recommendation of Audit Committee has appointed M/s D.C Chhajed, Chartered Accountants, New Delhi as Internal Auditors of the Company for the financial year 2017-18.

Internal Control Systems And Their Adequacy

The details in respect of Internal Control system and their adequacy are included in the Management Discussion and analysis, which is a part of this report.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made there under, the Company has appointed GSK & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure 3 and forms an integral part of this report.

There is no secretarial audit qualification for the year under review.

Management Discussion and Analysis

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

Corporate Governance:

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your directors state that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to 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 operating effectively; and

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

Declaration by Independent Directors

The Company has received declaration from following Independent Directors in accordance with the provisions of Section 149(6) of the Act:

1. Shri M.P Mehrotra

2. Shri Priya Brat

3. Shri Ashwani K Gupta

4. Shri Harish Saluja

5. Shri Rahul Bedi

6. Smt Nandita Chaturvedi

Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee (CSR Committee)

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the performance evaluation of its own performance and of the Board Committees, viz. Audit Committee, Nomination and Remuneration Committee, CSR Committee and Stakeholders'' Relationship Committee as well as evaluation of performance of Directors individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, corporate governance practices and stakeholders'' interests, etc. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, meeting risk management and competition challenges, compliance and due diligence, financial control, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Nomination and Remuneration Committee also carried out evaluation of every director''s performance. The Directors expressed satisfaction with the evaluation process.

Nomination and Remuneration Policy:

The Board of Directors have framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The details of this policy are explained in the Corporate Governance which forms a part of this Report. The remuneration policy is in consonance with the existing policy of the Company.

Risk Management Policy

The Company has Risk Management committee of Directors to have a system of Risk Management, inter alia, to review it periodically. A detailed note on risk management policy, elements of risk and its mitigation is comprised in Management Discussions and Analysis which forms part of this Report.

Vigil Mechanism/Whistle Blower Policy

The Company has formulated Vigil Mechanism /Whistle Blower Policy for employees and Directors to keep high standards of ethical behaviour and provide safeguards to whistle blower.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2016-17

No. of complaints received	Nil
No. of complaints disposed off	Nil

Corporate Social Responsibility

The composition of CSR committee is as under :

1. Shri V.K Goel, Chairman

2. Shri Gaurav Goel, Member

3. Shri Ashwani K Gupta, Member

The Annual Report on CSR initiatives is attached as per Annexure - 4

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 (3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure-5 and forms an integral part of this report.

Extract of Annual Return

According to the provisions of section 92(3) the prescribed Forms MGT-9 (Extract of Annual Return) is attached as per Annexure-6.

Details of Board Meetings held during the year

Details of the Compositions of the Board Meeting and the attendance at the meetings held during the financial year 2016-17 forms the part of the Corporate Governance Report.

Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status And Company''s Operations In Future

There was no such order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Statutory Information

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 1 and forms an integral part of this report. A statement comprising the names of Top Ten employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure -7 and forms an integral part of this report.

The above annexure is not being sent along with this Annual Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered office of the Company, twenty one days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children ) more than two percent of the Equity Shares of the Company.

Acknowledgements:

Your Directors place on record their acknowledgement and sincere appreciation to the shareholders for their confidence in the Management of the Company, the Central Government, the State Government, banks and financial institutions for their continued support, the cane growers for their efforts in ensuring timely cane supply, the Company''s officers and staff for their relentless and dedicated efforts, resulting in the Company''s growth and look forward to a bright future.

For and on behalf of the Board

Place: New Delhi V. K. Goel

Dated: 25th May, 2017 Chairman

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Mar 31, 2015

The Members,

Dhampur Sugar Mills Limited

The directors have pleasure in presenting their Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2015.

Financial results

(Rs in crores) Current Year for the Previous Year for the Particulars Period 2014-15 Period 2013-14

Total Income 1,854.77 1,897.05

Less - Expenditure during the year 1,701.65 1,759.92

Profit/(Loss) before Depreciation, Interest & tax 153.12 137.13

Less - Depreciation 55.15 75.88

Less - Interest 149.66 142.21

Less - Provision For Tax & Adjustments (41.33) (5.59)

Net Profit/(Loss) (10.36) (75.37)

Operational performance

Sugar units:

The key operational data of sugar/co-generation/chemical units are as follows :

Sugar operations at a glance

31stMarch,201 31st March, 2014

Cane crushed (lac - qtls.) 458.22 406.24

Recovery (per cent) 9.51 9.27

Finished Sugar produced (lac - qtls.) 43.57 37.51

Co-generation operations at a glance

31stMarch7201 31st March, 2014

Power generated (M.W.) 5,70,576 5,37,485

Sale to UPPCL (M.W.) 3,73,076 3,32,549

Chemical operations at a glance

Production 31st March,2015 31st March,2014

RS/ENA/Ethanol (in lacs BL) 371.94 612.89

Chemicals (net) (in lacs KG) 245.35 311.77

Subsidiaries, Joint Ventures and/or Associate Companies

A Statement containing salient features of the financial statement of Dhampur International Pte Limited and Dhampur Global Pte Limited, subsidiaries of the Company is annexed as Annexure 1 and forms an integral part of this report.

Material Changes and Commitments during the Year

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report during the year under review, as required under Section 134(3)(l) of the Companies Act, 2013.

Change in the Nature of Business

During the year, there was no material change in nature of business of the Company.

Dividend

In absence of profits, your directors do not recommend any dividend for the year ending 31st March 2015.

Reserves & Surplus

The Company has incurred a Loss of C 10.36 Crore which has been adjusted in Profit and Loss Account under the head Reserves & Surplus.

Equity Share Capital

The Company had issued 30,00,000 equity warrants, each having an option to convert into equity shares of C10 each at a premium of C 23 each, during the previous year. Holder of 15,00,000 equity warrants has exercised this conversion option during the year and consequently, the equity shares were allotted.

Directors

The Board of Directors in their meeting held on 12th November, 2014 appointed Smt. Nandita Chaturvedi as Additional Director and

Non-Executive Independent Director of the Company w.e.f 12th November, 2014 for a period of five consecutive years for a term upto 11th November, 2019. The above appointment was based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Shareholders of the Company at the forthcoming Annual General Meeting.

Smt. Nandita Chaturvedi holds office upto the date of the forthcoming Annual General Meeting and is eligible for appointment. Details of the proposal for her appointment has been provided in the Notice of the 80th Annual General Meeting of the Company containing explanatory statement.

Shri V.K Goel and Shri A.K Goel will retire at the ensuing Annual General Meeting and being eligible have offered themselves for their re-appointment.

It has been proposed to change the Remuneration and terms of appointment of Shri V.K Goel, Chairman, Shri A.K Goel, Vice Chairman, Shri Gaurav Goel and Shri Gautam Goel, Managing Directors subject to approval of shareholders in the ensuing annual general meeting of the Company.

Brief profile of Shri V.K Goel, Shri A.K Goel, Shri Gaurav Goel, Shri Gautam Goel and Smt. Nandita Chaturvedi, has been given in the Corporate Governance, forming part of the Annual Report.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of Companies Act, 2013 and rules made thereunder, Shri Arhant Jain, Executive President Finance & Company Secretary has been designated as Chief Financial Officer and Company Secretary of the Company.

Deposits

1. Accepted during the year : C9.27 crores

2. Remained unpaid or unclaimed as at the end of the year C 0.31 Crores

3. If there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

a. At the beginning of the year ; N.A

b. Maximum during the year ; N.A

c. At the end of the year. N.A

Deposits not in compliance with Chapter V of the Act

The Company has not accepted any deposit , which is not in compliance with chapter V of the Act.

Particulars of Loans, Guarantees or Investment

Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial statements.

Related Party Transactions

All the transactions done with Related parties for the year under review were on arm''s length basis and are in compliance with the applicable provisions of the Act and Listing Agreement.

There are no material significant related party transactions 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.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at http://www.dhampur.com

Your directors draw attention of the members to Note 31 to the Financial Statement which sets out related party disclosures.

Auditors and Auditors'' Report

M/s Mittal Gupta & Co., Chartered Accountants, Kanpur, the auditors of your Company will retire at the ensuing Annual General Meeting and being eligible are proposed to be re-appointed.

M/s S Vaish & Co., Chartered Accountants, Kanpur, joint Statutory Auditors of the Company have expressed that they shall not like to continue as Statutory Auditors.

The observations of the Auditors in their report read with the accounts are self-explanatory except emphasis on subsidy announced by government of Uttar Pradesh.

We submit that the government of Uttar Pradesh has announced subsidy scheme in order to extend financial support to the sugar

industries enabling them to make cane payments. The Company has estimated the subsidy amount of C 12261.33 lacs based on the average selling price of Sugar and By-products which is significantly lower than the threshold specified in the Press note dated 12.11.2014.

The Company is confident that the announced subsidy will be notified by the government.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made there under, the Company has appointed GSK & Associates , a firm of Company Secretaries in Practice , to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure 2 and forms an integral part of this report. There is no secretarial audit qualification for the year under review.

Corporate Governance

In compliance with Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed Corporate Governance Report has been given elsewhere in this report, along with the Management Discussion and Analysis Report, which form an integral part of the Annual Report.

A certificate from GSK & Associates, a Firm of Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your directors state that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to 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 Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with the new/revised standard operating procedures.

(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.

Declaration by Independent Directors

The Company has received declaration from all Independent Directors in accordance with the provisions of Section 149(6) of the act, whose names are as under:

1. Shri M. P Mehrotra

2. Shri Priya Brat

3. Shri Ashwani K Gupta

4. Shri Harish Saluja

5. Shri Rahul Bedi

6. Smt. Nandita Chaturvedi

Audit Committee

Details of the composition of the Audit Committee and the attendance at the meetings held during the financial year 2014-15 forms part of the Corporate Governance Report.

Nomination and Remuneration Policy

The Board of Directors have framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The details of this policy is explained in the Corporate Governance Part of this report. The remuneration policy is in consonance with the existing policy of the Company.

Risk Management Policy

The Company has Risk Management Committee of Directors to have a system of Risk Management , inter alia, to review it periodically.

Vigil Mechanism/Whistle Blower Policy

The Company has formulated Vigil Mechanism /Whistle Blower Policy for employees and Directors to keep high standards of ethical behavior and provide safeguards to whistle blower.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

No. of complaints received Nil

No. of complaints disposed off Nil

Corporate Social Responsibility (CSR)

The composition of CSR Committee is as under:

1. Shri V.K Goel, Chairman

2. Shri Gaurav Goel, Member

3. Shri Ashwani K Gupta, Member

The Annual Report on CSR initiatives is attached as per Annexure-3.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure-4 attached to this report.

Extract of Annual Return

According to the provisions of Section 92(3) the prescribed Form MGT-9 (Extract of Annual Return) is attached as per Annexure-5.

Details of Board Meeting held during the Year

Details of the composition of the Board Meeting and the attendance at the meetings held during the financial year 2014-15 forms part of the Corporate Governance Report.

Significant and Material Orders Passed by The Regulators, or Courts or Tribunals impacting the Going Concern Status and Company''s Operations in Future

There was no such order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Managerial Remuneration

1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Name of the director Designation DIN Ratio

Shri Vijay Kumar Goel Promoter, Chairman and Whole-time director 00075317 25.30 : 1

Shri Ashok Kumar Goel Promoter, Vice Chairman and Whole-time director 00076553 25.30 : 1

Shri Gaurav Goel Promoter and Managing Director 00076111 28.34 : 1

Shri Gautam Goel Promoter and Managing Director 00076326 28.34 : 1

Shri Mahesh Prasad Mehrotra Independent Director 00016768 NA

Shri Priya Brat Independent Director 00041859 NA

Shri Ashwani Kumar Gupta Independent Director 00108678 NA

Shri Sudarshan Kumar Wadhwa Nominee Director 05327641 NA

Shri Harish Saluja Independent Director 01233800 NA

Shri Rahul Bedi Independent Director 02573535 NA

Shri Sandeep Kumar Whole Time Director 06906510 9.39 : 1

Smt. Nandita Chaturvedi Independent Director 07015079 NA

2. Percentage increase in remuneration of each director and CEO in the financial year

Name of the director/ CEO/CFO/CS Designation DIN Percentage increase

Shri Vijay Kumar Goel Promoter , Chairman and Whole-time director 00075317 Nil

Shri Ashok Kumar Goel Promoter, Vice Chairman and Whole-time director 00076553 There has been

Shri Gaurav Goel Promoter and Managing Director 00076111 noIncrease in

Shri Gautam Goel Promoter and Managing Director 00076326 remuneration of the Director/CEO CFO/CS

Shri Mahesh Prasad Mehrotra Independent Director 00016768 in the financial year.

Shri Priya Brat Independent Director 00041859

Shri Ashwani Kumar Gupta Independent Director 00108678

Shri Sudarshan Kumar Wadhwa Nominee Director 05327641

Shri Harish Saluja Independent Director 01233800

Shri Rahul Bedi Independent Director 02573535

Shri Sandeep Kumar Whole Time Director 06906510

Smt. Nandita Chaturvedi Independent Director 07015079

Shri Arhant Jain CFO and CS

3. Percentage increase in the median remuneration of employees in the financial year: 5.71%

4. Number of permanent employees on the rolls of company: Permanent Employees: 3,296

5. Explanation on the relationship between average increase in remuneration and company performance:

The Company is giving Statutory increment to its workers wherever applicable, irrespective of the performance of the Company.

6. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

The Company has incurred loss due to adverse market conditions of Sugar Industry. During the year, the Company has not increased remuneration of Key Managerial Personel.

7. The key parameters for any variable component of remuneration availed by the directors:

Commission on Net Profits of the Company to be paid to them. Nil

8. The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year: N.A

9. There was no employee of the Company who was in receipt of remuneration in excess of C 60 Lakhs and holding 2% or more of equity share capital of the Company.

Acknowledgement

Your Directors place on record their acknowledgement and sincere appreciation to the shareholders for their confidence in the management of the Company, the Central Government, the State Government, Banks and Financial Institutions for their continued support, the Cane Growers for their efforts in ensuring timely cane supply, the Company''s officers and staff for their relentless and dedicated efforts, resulting in the Company''s growth and look forward to a bright future.

By Order of the Board of Directors Place: New Delhi V. K. Goel Dated: 27.05.2015 Chairman

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Mar 31, 2014

Dear Members,

The Directors are pleased to present their 79th Annual Report together with the Company''s audited accounts for the year ended 31st March, 2014.

Financial results (H in crores)

31st March, 2014 31st March, 2013

Total turnover 1897.05 1532.87

Operating profit (before interest, depreciation, extraordinary items and tax) 137.13 228.73

Interest 142.21 112.67

Depreciation 75.88 76.76

Extraordinary items 0.00 0.00

Profit before tax (80.96) 39.30

Provision for tax 5.59 (16.54)

Profit after tax (75.37) 22.76

Proposed dividend 0.26 8.89

Tax on proposed dividend 0.04 1.51

Transferred to debenture redemption reserve 0.00 1.26

Transferred to general reserve 0.00 15.00

Balance brought forward 17.37 21.27

Surplus carried to Balance Sheet (58.30) 17.37

Operational performance:

Sugar units:

The key operational data of sugar/co-generation/chemical units are as follows:

Sugar operations at a glance

31st March, 2014 31st March, 2013

Cane crushed (lac-qtls.) 406.24 451.16

Recovery (per cent) 9.27 9.35

Finished sugar produced (lac-qtls.) 37.51 41.68

Co-generation operations at a glance

31st March, 2014 31st March, 2013

Power generated (MW) 5,37,485 5,74,853

Sale to UPPCL (MW) 3,32,549 3,77,547

Chemical operations at a glance

Production 31st March, 2014 31st March, 2013

RS/ENA/Ethanol (in lacs BL) 612.89 381.87

Chemicals (net) (in lacs KG) 311.77 381.31

Subsidiaries and promoted company:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

Public deposits:

Public deposits as on 31st March, 2014 stood at H 29.63 crore as against H 24.86 crore as on 31st March, 2014. There were unclaimed deposits amounting to H 1.04 crore pertaining to 189 depositors as on that date. Out of these, depositors with deposits aggregating H 0.04 crore have subsequently claimed/ renewed their deposits. However, the balance amount of H 1.00 crore still remains unclaimed.

Directors:

Shri Priya Brat, Shri M. P. Mehrotra, Shri Ashwani K. Gupta, Shri B. B. Tandon, Shri Harish Saluja and Shri Rahul Bedi will be appointed as Independent Directors for a period of five years with effect from 1st April, 2014 in compliance with the provisions of Section 149, 150, 152 and Schedule IV of Companies Act, 2013 .

Mr. Sandeep Sharma shall be appointed as Director of the Company w.e.f 15th June, 2014.

During the year Nomination by IDBI Limited in the Board was withdrawn and accordingly Mr. M. K. Jain, nominee of IDBI Limited ceased to be Director of the Company w.e.f 08th March, 2014.

Mr. J. P. Sharma, has resigned from the Directorship of the Company w.e.f 31st March, 2014.

Directors'' responsibility statement:

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

i) That the applicable Accounting Standards have been followed in the preparation of the Annual Accounts;

ii) That the Directors have selected such accounting policies

and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the Company''s state of affairs at the end of the financial period and of the profit or loss of the Company for that period;

iii) That 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;

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

Auditors and Auditors'' Report:

M/s S. Vaish & Co., Chartered Accountants, Kanpur, and M/s Mittal Gupta & Co., Chartered Accountants, Kanpur, the Joint Auditors of your Company will retire at the ensuing Annual General Meeting and being eligible are proposed to be re- appointed.

The observations of the Auditors in their report read with the accounts are self-explanatory and therefore do not require further explanation.

M/s S. S. Kothari Mehta & Company, Chartered Accountants, New Delhi, Branch Auditors will retire at the ensuing Annual General Meeting and being eligible are proposed to be re- appointed as Branch Auditors of the Meeraganj unit of the Company for the year 2014-15.

Corporate Governance:

In compliance with Clause 49 of the Listing Agreement with the stock exchanges, a detailed Corporate Governance Report has been given elsewhere in this report, along with the Management Discussion and Analysis report, which form an integral part of the Annual Report.

A certificate from Shri Saket Sharma, FCS, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Company Members and others entitled thereto. Members interested in obtaining such particulars may write to the Company Secretary at the Company''s Registered Office.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars as required by the Companies (Disclosure of particulars in the Board of Directors report) Rules, 1988, with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure.

Industrial relations:

The industrial relations remained cordial during the period.

Acknowledgements:

Your Directors place on record their acknowledgement and sincere appreciation to the shareholders for their confidence in the management of the Company, the Central Government, the State Government, banks and financial institutions for their continued support, the cane growers for their efforts in ensuring timely cane supply, the Company''s officers and staff for their relentless and dedicated efforts, resulting in the Company''s growth and looking forward to a bright future.

By order of the Board of Directors

Place: New Delhi V. K. Goel

Date: 21-05-2014 Chairman

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Mar 31, 2013

The Directors are pleased to present their 78th Annual Report together with the Company''s audited accounts for the year ended

31st March, 2013.

(Rs.Crores) Financial results 31st March, 2013 31st March, 2012

Total turnover 1540.26 1598.37

Operating profit (before interest, depreciation, extraordinary items and tax) 228.73 206.57

Interest 112.67 94.87

Depreciation 76.76 67.66

Extraordinary items 0.00 0.00

Profit before tax 39.30 44.04

Provision for tax 16.54 15.50

Profit after tax 22.76 28.54

Proposed dividend 8.89 7.04

Tax on proposed dividend 1.51 1.14

Transferred to Debenture Redemption Reserve 1.26 0.00

Transferred to General Reserve 15.00 50.00

Balance brought forward 21.27 46.61

Surplus carried to Balance Sheet 17.37 21.27

Merger of JK Sugar Limited with the Company:

Hon''ble High Courts of Allahabad and Kolkata have approved merger of JK Sugar Limited with the Company with effect from 1st April 2012 vide their orders dated 18th March, 2013 and 17th May, 2013 respectively. Consequent to the same, 33,08,960 (Thirty Three Lacs Eight Thousand Nine Hundred Sixty only) Equity Shares of Rs.10 each and 18,01,817 (Eighteen Lacs One Thousand Eight Hundred Seventeen only) 8% Redeemable Preference Shares of Rs.100 each of Dhampur Sugar Mills Limited (Transferee Company) will be allotted to the shareholders of JK Sugar Limited.

Dividend:

Your Directors recommend a dividend of Rs.1.25/- per equity share (12.50%) on 5,72,14,935 equity shares of Rs.10 each (including 33,08,960 equity shares of Rs.10 each to be issued pursuant to the amalgamation of JK Sugar Limited with the Company) for the period ended 31st March, 2013 which, if approved at the ensuing Annual General Meeting, will be paid to the following:

i) All those members whose names appear in the register of members as on 13th September, 2013.

ii) All those members whose names appear on that date as beneficial owners as furnished by NSDL and CDSL.

Operational performance: Sugar units:

The key operational data of sugar/co- generation/chemical units are as follows:

Sugar operations at a glance

31st March, 2013 31st March, 2012

Cane crushed (lac-qtls.) 451.16 375.44

Recovery (per cent) 9.35 9.23

Sugar produced (lac-qtls.) 41.68 34.67

Co-generation operations at a glance

31st March, 2013 31st March, 2012

Power generated (M.W.) 5,74,853 4,69,480

Sale to UPPCL (M.W.) 3,77,547 3,05,596

Chemical operations at a glance

31st March, 2013 31st March, 2012

RS/ENA/Ethanol produced ( in lacs BL) 381.87 297.44

Chemicals produced (net) (in lacs KG) 381.31 184.19

Subsidiaries and promoted company:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary Companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary Companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary Companies.

Public deposits:

Public deposits as on 31st March, 2013 stood at Rs.24.86 crore as against Rs.21.82 crore as on 31st March, 2012. There were unclaimed deposits amounting to Rs.0.73 crore pertaining to 163 depositors as on that date. Out of these, depositors with deposits aggregating Rs.0.42 crore have subsequently claimed/renewed their deposits. However, the balance amount of Rs.0.31 crore still remains unclaimed.

Directors:

Shri. V.K Goel, Shri A.K Goel, Shri. Priya Brat, and Shri Rahul Bedi, Directors of the Company will retire by rotation and being eligible offer themselves for re-appointment.

During the year Shri S K Wadhwa, Circle Head, PNB Moradabad, and Mr. M.K Jain, GM, Risk Department, IDBI were appointed as Nominee Directors in the Company on behalf of Punjab National Bank and IDBI Bank respectively.

During the year Nomination by IFCI Limited in the Board was withdrawn and accordingly Mr. S.P Arora, nominee of IFCI ceased to be Director of the Company.

Directors'' responsibility statement:

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

i) That the applicable accounting standards have been followed in the preparation of the Annual Accounts;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the Company''s state of affairs at the end of the financial period and of the profit or loss of the Company for that period;

iii) That 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;

iv) That the Directors have prepared the annual accounts on a Rs.going concern'' basis.

Auditors and Auditors'' Report:

M/s S. Vaish & Co., Chartered Accountants, Kanpur, and M/s Mittal Gupta & Co., Chartered Accountants, Kanpur, the joint auditors of your Company will retire at the ensuing Annual General Meeting and being eligible are proposed to be re-appointed.

The observations of the Auditors in their report read with the accounts are self- explanatory and therefore do not require further explanation.

M/s S.S Kothari Mehta & Company, Chartered Accountants, New Delhi are proposed to be appointed as branch auditors of the Meeraganj unit of the company for the year 2013-14.

Corporate Governance:

In compliance with Clause 49 of the Listing Agreement with the stock exchanges, a detailed Corporate

Governance Report has been given elsewhere in this report, along with the Management discussion and analysis report, which form an integral part of the Annual Report.

A certificate from Shri Saket Sharma, FCS, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Company Members and others entitled thereto. Members interested in obtaining such particulars may write to the Company Secretary at the Company''s Registered Office.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars as required by the Companies (Disclosure of particulars in the Board of Directors report) Rules, 1988, with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure.

Industrial relations:

The industrial relations remained cordial during the period.

Acknowledgements:

Your Directors place on record their acknowledgement and sincere appreciation to the shareholders for their confidence in the management of the Company, the Central Government, the State Government, banks and financial institutions for their continued support, the cane growers for their efforts in ensuring timely cane supply, the Company''s officers and staff for their relentless and dedicated efforts, resulting in the Company''s growth and look forward to a bright future.

By order of the Board of Directors

Place: New Delhi V. K. Goel

Date: 25th July, 2013 Chairman

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Mar 31, 2012

Dear Members

The Directors are pleased to present their 77th Annual Report together with the Company''s audited accounts for the year ended 31st March, 2012.

(Rs. crores)

Financial results 31st March, 2012 31st March, 2011 (12 months) (18 months)

Total turnover 1598.37 2,436.03

Operating profit (before interest, depreciation, extraordinary items and tax) 206.57 233.83

Interest 94.87 127.24

Depreciation 67.66 96.17

Extraordinary items 0.00 0.00

Profit before tax 44.04 10.42

Provision for tax (15.50) (1.74)

Profit after tax 28.54 8.68

Proposed dividend (7.04) 5.83

Tax on proposed dividend (1.14) (0.95)

Transferred to General Reserve (50.00) 0.00

Profit of Dhampur Sugar Distillery Pvt. Ltd. on amalgamation (net) upto 31 March, 2011 4.30 0.00

Surplus carried to Balance Sheet 21.27 46.61

Dividend:

Your Directors recommend a dividend of Rs. 1.25/- per equity share (12.50%) on 53,905,975 equity shares of Rs. 10 each for the period ended 31st March, 2012 which, if approved at the ensuing Annual General Meeting, will be paid to the following:

i) All those members whose names appear in the register of members as on 23rd August, 2012.

ii) All those members whose names appear on that date as beneficial owners as furnished by NSDL and CDSL.

Operational performance:

The key operational data of our sugar/co-generation units at Dhampur, Asmoli, Mansurpur and Rajpura are as follows:

Sugar unit operations 31st March, 2012 (12 months) 31st March, 2011 (18 months)

Sugar unit Dhampur

Cane crushed (lac-qtls.) 139.06 251.12

Recovery (%) 9.62 9.81

Sugar produced (lac-qtls.) 13.37 24.63

Sugar unit, Asmoli

Cane crushed (lac-qtls.) 88.30 139.31

Recovery (%) 9.05 9.05

Sugar produced (lac-qtls.) 7.99 12.61

Sugar unit, Mansurpur

Cane crushed (lac-qtls.) 74.49 155.78

Recovery (%) 8.64 8.90

Sugar produced (lac-qtls.) 6.44 13.86

Summary (sugar operations) at a glance

Cane crushed (lac-qtls.) 73.59 106.39

Recovery (%) 9.33 8.60

Sugar produced (lac-qtls.) 6.87 9.15

Co-generation unit operations

Cane crushed (lac-qtls.) 375.44 652.60

Sugar produced (lac-qtls.) 34.67 60.25

Recovery (%) 9.23 9.27

Co-generation Unit Operations

Power generated (M.W.) 269105 520,657

Sale to UPPCL (M.W.) 186454 371,633

Co-generation Unit, Asmoli

Power generated (M.W.) 112404 244,429

Sale to UPPCL (M.W.) 85103 186,219

Co-generation Unit, Mansurpur

Power generated (M.W.) 63888 113,792

Sale to UPPCL (M.W.) 34039 63,780

Co-generation Unit, Rajpura

Power generated (M.W.) 24083 36,714

Sale to UPPCL (M.W.) 0 0

Summary (Cogeneration operations) at a glance

Power generated (M.W.) 469480 9,15,592

Sale to UPPCL (M.W.) 305596 6,21,632

Performance of the Company''s chemical unit:

The production of RS/ENA/Ethanol was at 181.96 lac BL during the year ended 31st March, 2012 as against production of 208.90 lac BL in the 18 months ended 31st March 2011.

Production (net) of chemicals stood at 184.19 lac kilograms during the year ended 31st March 2012 as against 184.95 lac kilograms in 18 months ended 31st March 2011.

Subsidiaries and promoted company:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same.

The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

The merger of Wholly owned subsidiary of the Company i.e Dhampur Sugar Distillery Private Limited with the Company have been approved by Hon''ble High Court, Allahabad vide its order dated 10th January, 2012.

Public deposits:

Public deposits as on 31st March, 2012 stood at Rs. 21.82 crores as against Rs. 17.83 crores as on 31st March, 2011. There were unclaimed deposits amounting to Rs. 0.71 crores pertaining to 180 depositors as on that date.

Out of these, depositors with deposits aggregating Rs. 0.32 crores have subsequently claimed/renewed their deposits. However, the balance amount of Rs. 0.39 crores still remained unclaimed.

Directors:

Shri. Gaurav Goel, Shri Gautam Goel, Shri. Rahul Bedi, Shri. M.P Mehrotra , Shri. Harish Saluja, Directors of the Company will retire by rotation and being eligible offer themselves for re- appointment.

During the year Shri R.K. Chaujar,

Circle Head, PNB Moradabad, was appointed as Nominee Director of the Company on behalf of Punjab National Bank.

Directors'' responsibility statement:

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

i) That the applicable accounting standards have been followed in the preparation of the Annual Accounts;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the Company''s state of affairs at the end of the financial period and of the profit or loss of the Company for that period;

iii) That 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;

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

Auditors and Auditors'' Report

M/s S. Vaish & Co., Chartered Accountants, Kanpur, and M/s Mittal Gupta & Co., Chartered Accountants, Kanpur, the joint auditors of your Company will retire at the ensuing Annual General Meeting and being eligible are proposed to be re- appointed.

The observations of the Auditors in their report read with the accounts are self-explanatory and therefore do not require further explanation.

Corporate Governance

In compliance with Clause 49 of the Listing Agreement with the stock exchanges, a detailed Corporate Governance Report has been given elsewhere in this report, along with the Management discussion and analysis report, which form an integral part of the Annual Report.

A certificate from Shri Saket Sharma, FCS, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Company Members and others entitled thereto. Members interested in obtaining such particulars may write to the Company Secretary at the Company''s Registered Office.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars as required by the Companies (Disclosure of Particulars in the Board of Directors Report) Rules, 1988, with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure.

Industrial relations

The industrial relations remained cordial during the period.

Acknowledgements

Your Directors place on record their acknowledgement and sincere appreciation to the shareholders for their confidence in the management of the Company, the Central Government, the State Government, Banks and Financial institutions for their continued support, the cane growers for their efforts in ensuring timely cane supply, the Company''s officers and staff for their relentless and dedicated efforts, resulting in the Company''s growth and look forward to a bright future.

By order of the Board of Directors

Place: New Delhi V. K. Goel

Date: 15th May, 2012 Chairman

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Mar 31, 2011

The Directors are pleased to present their 76th Annual report together with the Companys audited accounts for the 18 month period ended 31st March, 2011.

(Rs. in crore)

Financial results 31st March, 2011 30th September, 2009 (18 months) (12 months)

Total turnover 2,434.35 990.82

Operating profit (before interest, depreciation, extraordinary items and tax) 232.15 204.67

Interest 125.56 80.99

Depreciation 96.17 61.58

Profit before tax 10.42 62.11

Provision for tax (-)1.74 (-)5.92

Profit after tax 8.68 56.19

Proposed dividend 5.83 8.21

Tax on proposed dividend 0.95 1.39

Transferred to General Reserve 0.00 10.00

Balance brought forward 44.71 8.12

Surplus carried to Balance Sheet 46.61 44.71

Dividend:

Your Directors recommend a dividend of Rs. 1/- per equity share (10%) on 53,905,975 equity shares of Rs. 10 each for the period ended 31st March, 2011 which, if approved at the ensuing Annual General Meeting, will be paid to the following:

i) All those members whose names appear in the register of members as on 26th July, 2011

ii) All those members whose names appear on that date as beneficial owners, as furnished by NSDL and CDSL.

Operational performance:

Sugar units:

The key operational data of four sugar/cogeneration units at Dhampur, Asmoli, Mansurpur and Rajpura are as follows:

Sugar unit, Dhampur 31st March,2011 (18 months) 30th September,2009 (12 months)

Cane crushed (lac-qtls.) 251.12 103.00

Recovery (%) 9.81 9.90

Sugar produced (lac-qtls.) 24.63 10.20

Sugar unit, Asmoli

Cane crushed (lac-qtls.) 139.31 40.85

Recovery (%) 9.05 8.70

Sugar produced (lac-qtls.) 12.61 3.55

Sugar unit, Mansurpur

Cane crushed (lac-qtls.) 155.78 70.04

Recovery (%) 8.90 9.10

Sugar produced (lac-qtls.) 13.86 6.37

Sugar unit, Rajpura

Cane crushed (lac-qtls.) 106.39 40.76

Recovery (%) 8.60 8.51

Sugar produced (lac-qtls.) 9.15 3.47

SUMMARY (sugar operations) at a glance

Cane crushed (lac-qtls.) 652.60 254.65

Sugar produced (lac-qtls.) 60.25 23.59

Recovery (%) 9.27 9.26

Dhampur

Power generated (M.W.) 520,657 158,332

Sale to UPPCL (M.W.) 371,633 101,685

Asmoli

Power generated (M.W.) 244,429 66,515

Sale to UPPCL (M.W.) 186,219 44,098

Mansurpur

Power generated (M.W.) 113,792 42,375

Sale to UPPCL (M.W.) 63,780 19,797

Rajpura

Power generated (M.W.) 36,714 13,796

Sale to UPPCL (M.W.) 0 0

SUMMARY (Cogeneration) at a glance

Power generated (M.W.) 9,15,592 2,81,018

Sale to UPPCL (M.W.) 6,21,632 1,65,580

Performance of the Companys chemical unit:

The production of RS/ENA/Ethanol was at 208.90 lac BL during the 18 months ended 31st March, 2011 as against production of 70.97 lac BL in the 12 months ended 30th September 2009.

Production (net) of chemicals stood at 184.95 lac kilograms during the 18 month period ended 31st March 2011 as against 30.16 lac kilograms in 12 months ended 30th September 2009.

Subsidiaries and promoted company:

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed

information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results (for the year ended 30th September, 2010) of its subsidiary companies.

Your Directors have approved the merger of its wholly-owned subsidiary i.e. Dhampur Sugar Distillery Private Limited (DSDPL) with the Company w.e.f. 1st October, 2010 subject to approvals from the concerned authorities, shareholders including Honble High Court, Allahabad. Separate meeting of Shareholders and Creditors shall be conducted as per the directions of Honble High Court in terms of Section 391 to 394 of the Companies Act, 1956.

Public deposits:

Public deposits as on 31st March, 2011 stood at Rs. 17.83 crore as against Rs. 9.61 crore as on 30th September, 2009. There were unclaimed deposits amounting to Rs. 0.25 crore, pertaining to 104 depositors as on that date. Out of these, depositors with deposits aggregating Rs. 0.08 crore have subsequently claimed/renewed their deposits. However, the balance amount of Rs. 0.17 crore still remained unclaimed.

Directors:

Shri. V. K Goel, Shri A. K Goel, Shri. Priya Brat, Shri. A. K Gupta and Shri. J. P Sharma, Directors of the Company will retire by rotation and being eligible offer themselves for reappointment.

The nomination of Shri Amit Dhawan has been withdrawn by ICICI Bank w.e.f. 7th January, 2011 from the Board of Directors of the Company. The Board has recorded it and appreciated the

valuable advice and suggestions provided by him during his tenure as Director.

Directors responsibility statement:

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

i) That the applicable accounting standards have been followed in the preparation of the Annual Accounts;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the Companys state of affairs at the end of the financial period and of the profit or loss of the Company for that period;

iii) That 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;

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

Auditors and Auditors Report

M/s S. Vaish & Co., Chartered Accountants, Kanpur, and M/s Mittal Gupta & Co., Chartered Accountants, Kanpur, the joint auditors of your

Company will retire at the ensuing Annual General Meeting and being eligible are proposed to be reappointed.

The observations of the Auditors in their report, read with the accounts are self-explanatory and therefore do not require further explanation.

Corporate Governance

In compliance with Clause 49 of the Listing Agreement with the stock exchanges, a detailed Corporate Governance Report has been given elsewhere in this report, along with the Management discussion and analysis report, which form an integral part of the Annual Report.

A certificate from Shri Saket Sharma, FCS, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, as per the provisions of Section 219(1) (b) (iv) of the said Act, the annual report, excluding the aforesaid information, is being sent to all the Company members and others entitled thereto. Members interested

in obtaining such particulars may write to the Company Secretary at the Companys Registered Office.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars as required by the Companies (Disclosure of particulars in the Board of Directors report) Rules, 1988, with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure.

Industrial relations

The industrial relations remained cordial during the period.

Acknowledgements

Your Directors place on record their acknowledgement and sincere appreciation to the shareholders for their confidence in the management of the Company, the central government, the state government, banks and financial institutions for their continued support, the cane growers for their efforts in ensuring timely cane supply, the Companys officers and staff for their relentless and dedicated efforts, resulting in the Companys growth and look forward to a bright future.

By order of the Board of Directors

V. K. Goel Chairman

Place: New Delhi Date : 24th May, 2011

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Sep 30, 2009

The Directors are pleased to present their 75th Annual Report together with the Company’s audited accounts for the year ended on 30th September, 2009.

(Rs. in crore)

Financial Results Current Year Previous Year

Total turnover 990.82 750.69 Operating profit (before interest, depreciation, extraordinary items and tax) 204.68 142.56 Interest 80.99 77.31 Depreciation 61.58 53.37 Extraordinary items 0.00 (-) 18.04 Profit before tax 62.11 (-) 6.16 Provision for tax (-)5.92 9.76 Profit after tax 56.19 3.60 Proposed dividend 8.21 0.30 Tax on proposed dividend 1.39 0.05 Transferred to General Reserve 10.00 Balance brought forward 8.12 4.87 Surplus/(-)Deficit carried to Balance Sheet 44.71 8.12

Dividend

Your Directors recommended a dividend of 15% on equity shares of Rs. 10 each for the year ended 30th September, 2009.

Operational performance

Sugar units

The key operational data of four sugar/co-generation units at Dhampur, Asmoli, Mansurpur and Rajpura for the two seasons were as follows:

Sugar season

Sugar Unit Dhampur 2008-09 2007-08

Commencement of the crushing season 18.11.08 27.11.07 Closing of crushing season 23.03.09 07.04.08 Cane crushed (lac-quintals) 103.00 143.48 Recovery (%) 9.90 10.41 Sugar produced (lac-quintals) 10.20 14.93 Sugar unit, Asmoli Commencement of the crushing season 18.11.08 27.11.07 Closing of crushing season 02.03.09 31.03.08 Cane crushed (lac-quintals) 40.85 73.58 Recovery (%) 8.70 9.80 Sugar produced (lac-quintals) 3.55 7.21 Sugar unit, Mansurpur Commencement of the crushing season 01.12.08 25.11.07 Closing of crushing season 04.04.09 13.04.08 Cane crushed (lac-quintals) 70.04 88.77 Recovery (%) 9.10 9.60 Sugar produced (lac-quintals) 6.37 8.52 Sugar unit, Rajpura Commencement of the crushing season 17.11.08 30.11.07 Closing of crushing season 20.02.09 18.03.08 Cane crushed (lac-quintals) 40.76 55.82 Recovery (%) 8.51 9.74 Sugar produced (lac-quintals) 3.47 5.44 Summary Cane crushed (lac-quintal) 254.65 361.65 Recovery (%) 9.26 9.98 Sugar produced (lac-quintals) 23.59 36.09 Dhampur Power generated (M.W.) 1,58,332 1,39,558 Sale to UPPCL (M.W.) 1,01,685 93,780 Asmoli Power generated (M.W.) 66,515 74,408 Sale to UPPCL (M.W.) 44,098 57,755 Mansurpur Power generated (M.W.) 42,375 44,339 Sale to UPPCL (M.W.) 19,797 26,185 Rajpura Power generated (M.W.) 13,796 17,932 Summary (Co-generation) at a glance

Power generated (M.W.) 2,81,018 2,76,237 Sale to UPPCL (M.W.) 1,65,580 177,720

Chemical unit

Our chemical business remained under pressure and witnessed subdued growth on the back of the increase in price of raw material without corresponding increase in finished goods prices.

Subsidiary and promoted company

The audited accounts of the subsidiary “Dhampur Sugar Distillery Pvt. Ltd.” for the year ended 30th September, 2009 is annexed.

There was no business activity in the subsidiary “Dhampur International Pte. Ltd.”, which was incorporated in Singapore during the year on 9th July, 2009 .

Public deposits

Public deposits as on 30th September, 2009 stood at Rs. 9.61 crore as against Rs. 8.07 crore in the previous year. There were unclaimed deposits amounting to Rs. 1.02 crore pertaining to 120 depositors as on that date. Out of this, depositors with deposits aggregating to Rs. 0.53 crore subsequently claimed/renewed their deposits. However, the balance amount of Rs. 0.49 crore still remained unclaimed.

Directors

Mr. Gaurav Goel, Mr. Gautam Goel, Mr. M. P. Mehrotra, Mr. B. B. Tandon and Mr. Harish Saluja, Directors of the Company are liable to retire by rotation and being eligible, offer themselves for reappointment.

Directors responsibility statement

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

i) That the applicable accounting standards were followed in the preparation of the annual accounts

ii) That the Directors selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the Company’s state of affairs at the end of the financial year and of the profit or loss of the Company for that period

iii) That the Directors took proper and sufficient care to maintain adequate accounting records in accordance with the provisions of this Act for safeguarding the Company’s assets and for preventing and detecting fraud and other irregularities

iv) That the Directors prepared the annual accounts on a `going concern basis.

Auditors and Auditors’ Report

M/s S. Vaish & Co., Chartered Accountants, Kanpur, and M/s Mittal Gupta & Co., Chartered Accountants, Kanpur, the joint auditors of the Company will retire at the ensuing Annual General Meeting and being eligible may be reappointed.

The observations of the Auditors in their report read with the accounts are self- explanatory and therefore do not require further explanation.

Corporate Governance

In compliance with Clause 49 of the Listing Agreement with the stock exchanges, a detailed Corporate Governance Report is annexed to this report, along with Management Discussion and Analysis Report, which forms an integral part of the Annual Report.

A certificate from Mr. Saket Sharma, FCS, confirming compliance with the provisions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Particulars of employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors’ Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Company Members and others entitled thereto. Members interested in obtaining such particulars may write to the Company Secretary at the Company’s Registered Office.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars as required by the Companies (Disclosure of particulars in the Board of Directors Report) Rules, 1988, with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure.

Industrial relations

The industrial relations remained cordial during the year.

Acknowledgements

Your Directors place on record their acknowledgement and sincere appreciation of the shareholders for their confidence in the management of the Company, the central government, the state government, banks and financial institutions for their continued support, the cane growers for their efforts in ensuring timely cane supply, the Company’s officers and staff for their relentless and dedicated efforts, resulting in the Company’s growth and look forward for a bright future.

By order of the Board of Directors,

Place: New Delhi V. K. Goel Date : 9th November, 2009 Chairman